MCIDA BANNER HEALTH BS RESOLUTION FOR 9-21-16.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 2016A, IN ONE OR MORE SERIES, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $950,000,000
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 2016A
(the “Bonds”), in one or more series from time to time, in an aggregate principal amount not to exceed
$950,000,000, 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 Bonds will be loaned by the Authority to the Corporation to be
used, together with other available moneys, to (A) advance refund all or a portion of the outstanding
Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2008A (the “Series 2008A
Bonds”) and Series 2008D (the “Series 2008D Bonds”), the proceeds of which financed and refinanced
the costs of acquisition, construction, renovations, furnishing and equipping of hospital and other health
care facilities owned and operated by the Corporation (the “Projects”), including (i) Banner Baywood
Medical Center, 6644 E. Baywood Avenue, Mesa, Arizona; (ii) Banner Estrella Medical Center, 9201 W.
Thomas Road, Phoenix, Arizona; (iii) Banner Ironwood Medical Center, 37000 N. Gantzel Road, San
Tan Valley, Arizona; (iv) Banner Desert Medical Center and Banner Children’s at Cardon Children’s
Medical Center, 1400 S. Dobson Road, Mesa, Arizona; (v) Banner University Medical Center-Phoenix,
1111 E. McDowell Road, Phoenix, Arizona; (vi) Banner Thunderbird Medical Center, 5555 W.
Thunderbird Road, Glendale, Arizona; (vii) Banner Corporate Center Phoenix, 1441 N. 12th Street,
Phoenix, Arizona; (viii) Banner Heart Hospital, 6750 E. Baywood Avenue, Mesa, Arizona; (ix) 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;
(x) Banner Corporate Center Mesa, 525 W. Brown Road, Mesa, Arizona; (xi) Banner Lassen Medical
Center, 560 Hospital Lane and 1800 Spring Ridge Drive, Susanville, California; (xii) McKee Medical
Center, 2000 Boise Avenue, Loveland, Colorado; (xiii) Banner Boswell Medical Center, 10401 W.
Thunderbird Boulevard, Sun City, Arizona; (xiv) Banner Del E. Webb Medical Center, 14502 W. Meeker
Boulevard, Sun City West, Arizona; and (B) pay costs relating to the issuance of the Bonds, all in
accordance with the Act and as more particularly described in the Notice of Public Hearing attached hereto;
WHEREAS, on September 13, 2016, the Authority resolved (the “Authority’s Resolution”) to
issue the Bonds, the Authority’s Resolution being conditioned upon, among other things, the granting of
approval to the issuance of the 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;
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WHEREAS, the Authority’s Resolution authorizes, among other things, the issuance and sale of
the Bonds, the execution and delivery of the Bond Indenture, the Loan Agreement, the Tax Regulatory
Agreement (as such terms are defined in the Bond Indenture), and the Bond Purchase Agreement relating
to the Bonds, and such other documents as required for the issuance of the Bonds;
WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment
for the Bonds are set forth in the Bond Indenture and in the form of the Bonds;
WHEREAS, information regarding the issuance of the 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 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors of
the issuance of the Bonds;
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors
must approve the issuance of the Bonds after a public hearing following reasonable public notice;
WHEREAS, following publication of a Notice of Public Hearing in The Arizona Republic on
September 2, 2016, a public hearing with respect to the Bonds and the location and nature of the Projects
to be refinanced with the proceeds of the Bonds was held by the Authority, pursuant to Section 147(f) of
the Code, on September 16, 2016, 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 September 16,
2016 has been presented to and considered by the Maricopa County Board of Supervisors; and
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County
Board of Supervisors with respect to the issuance of the Bonds pursuant to (a) Section 35-721.B of the
Act, and (b) 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 Bonds in an aggregate principal amount not to
exceed $950,000,000 is approved for all purposes under the Act and Section 147(f) of the Code.
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 Bonds.
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ADOPTED AND APPROVED on September 21, 2016.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
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[ARIZONA]
NOTICE OF PUBLIC HEARING
Notice is hereby given that on September 16, 2016, a public hearing will be conducted by
an authorized representative on behalf of The Industrial Development Authority of the County of
Maricopa (the “Authority”) in the Maricopa County Administration Building, First Floor Lobby,
301 West Jefferson Street, Phoenix Arizona 85003, commencing at 9:00 a.m., Mountain
Standard Time, with respect to the proposed issuance by the Authority of its Revenue Bonds
(Banner Health), Series 2016A (the “Bonds”) in one or more series from time to time, in the
maximum aggregate principal amount of $950,000,000 to assist Banner Health (the
“Corporation”), an Arizona nonprofit corporation, to provide a plan of financing and refinancing
for the costs of hospital and other health care and related support facilities (the “Health
Facilities”). The owner and operator of the Health Facilities is the Corporation. The proceeds of
the Bonds will be used (i) to refinance the costs of the Health Facilities, as described below,
through the advance refunding of all or a portion of the Arizona Health Facilities Authority
Revenue Bonds (Banner Health), Series 2008A (the “Series 2008A Bonds”) and Series 2008D
(the “Series 2008D Bonds”), (ii) to fund a debt service reserve fund, if any, for the Bonds, and
(iii) to pay costs of issuance with respect to the Bonds.
The Health Facilities owned and operated by the Corporation and with respect to which
projects will be refinanced with proceeds of the Bonds include: (i) Banner Baywood Medical
Center, 6644 E. Baywood Avenue, Mesa, Arizona (“Banner Baywood”); (ii) Banner Estrella
Medical Center, 9201 W. Thomas Road, Phoenix, Arizona (“Banner Estrella”); (iii) Banner
Ironwood Medical Center, 37000 N. Gantzel Road, San Tan Valley, Arizona (“Banner
Ironwood”); (iv) Banner Desert Medical Center (“Banner Desert”) and Banner Children’s at
Cardon Children’s Medical Center (“Banner Cardon”), 1400 S. Dobson Road, Mesa, Arizona;
(v) Banner University Medical Center-Phoenix(“Banner UMC Phoenix”), 1111 E. McDowell
Road, Phoenix, Arizona; (vi) Banner Thunderbird Medical Center, 5555 W. Thunderbird Road,
Glendale, Arizona (“Banner Thunderbird”); (vii) Banner Corporate Center Phoenix, 1441 N.
12th Street, Phoenix, Arizona (“Banner Corporate”); (viii) Banner Heart Hospital, 6750 E.
Baywood Avenue, Mesa, Arizona (“Banner Heart”); (ix) 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
(“Banner Gateway”); (x) Banner Corporate Center Mesa, 525 W. Brown Road, Mesa, Arizona
(“Banner Mesa”); (xi) Banner Lassen Medical Center, 560 Hospital Lane and 1800 Spring Ridge
Drive, Susanville, California (“Banner Lassen”); (xii) McKee Medical Center, 2000 Boise
Avenue, Loveland, Colorado (“Banner McKee”); (xiii) Banner Boswell Medical Center, 10401
W. Thunderbird Boulevard, Sun City, Arizona (“Banner Boswell”); (xiv) Banner Del E. Webb
Medical Center, 14502 W. Meeker Boulevard, Sun City West, Arizona (“Banner Del E. Webb”)
(collectively, the “Health Facilities”).
The proceeds of the Series 2008A Bonds were used to: (1) refinance the Bridge Loan;
and (2) pay certain costs of issuance relating to the Series 2008A Bonds. Proceeds of the Bridge
Loan were used by the Corporation to redeem the Series 2005 Bonds. The Series 2005 Bonds
were issued to finance: (i) the expansion of Banner Baywood, including construction of a patient
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care tower, construction of two new operating rooms, and the renovation of support departments;
(ii) construction and equipping of Banner Gateway Medical Center; (iii) construction of a
parking garage at Banner Thunderbird; (iv) expansion and renovation of Banner Desert,
including renovation and expansion of operating rooms, renovation of the intensive care unit,
expansion of the emergency department, medical imaging and pharmacy, increasing the capacity
of the HVAC and electrical systems, upgrading the interior of Banner Desert, including the
kitchen, dining area and lounges, and construction of a new parking garage, and construction of
Banner Cardon; (v) expansion and renovation of Banner McKee, including development of an
orthopedics center, development of oncology services with a breast center and expanded
inpatient facilities, and the addition of birthing and postpartum units; (vi) miscellaneous capital
expenditures at the Corporation’s Health Facilities; and (vii) redemption of the portion of the
Corporation’s then outstanding commercial paper notes issued by the Corporation to finance
costs of acquisition, construction, renovation, expansion, improvement and equipping of Banner
McKee and costs of construction and equipping of Banner Lassen.
The proceeds of the Series 2008D Bonds were used to: (1) finance a portion of the costs
of the Series 2008 Projects, (2) finance the costs of the Acquisition Project, (3) refund the
outstanding Series 1999B Bonds and Series 2002 Bonds, and (4) pay costs of issuance relating to
the Series 2008D Bonds. The Series 2008 Projects consisted of the financing of (i) construction
of Banner Ironwood, (ii) an expansion of the emergency department at Banner Baywood, (iii)
construction of a new data center and a secondary corporate center and educational simulation
center at Banner Mesa, and (iv) miscellaneous capital expenditures at the Corporation’s Health
Facilities located in Arizona. The Acquisition Project consisted of the acquisition of
substantially all of the healthcare provider assets of Banner Del E. Webb and Banner Boswell.
The Series 1999B Bonds were issued to finance a portion of the costs of acquisition by the
Corporation from Samaritan Health System of certain portions of the primary acute care hospital,
healthcare and other facilities and campuses of Banner UMC Phoenix, Banner Corporate, Banner
Desert, and Banner Thunderbird and medical and related equipment located thereon and
ancillary facilities related thereto. The Series 2002 Bonds were issued to (i) finance (1) the
construction and equipping of Banner Estrella; (2) the expansion and renovation of Banner UMC
Phoenix, including construction of a parking garage, an ambulatory services building and
improvements to infrastructure; (3) the purchase of capital equipment for and the expansion of
the neonatal intensive care unit at Banner Desert; (4) the purchase of capital equipment for and
the expansion and upgrade of the medical imaging department at Banner Mesa; (5) the purchase
of capital equipment for Banner Thunderbird; (6) the purchase of capital equipment for Banner
Mesa, and (7) miscellaneous capital expenditures at the foregoing locations (including Banner
Heart); and (ii) refund a portion of certain taxable commercial paper notes issued by the
Corporation to pay costs relating to the construction, reconstruction and renovation of Banner
Heart.
The Bonds will be special limited obligations of the Authority 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.
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 Health
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Facilities to be 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 2016A Bonds Project” Written
submissions should be mailed or delivered in sufficient time to be received on or before
September 15, 2016.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA ARIZONA
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