BANNER 2026 - SUMMARY LETTER.PDF
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8687 East Via de Ventura, Suite 306 Scottsdale, Arizona 85258 www.mcida.com March 5, 2026 To: Board of Supervisors Board of Directors Maricopa County, Arizona The Industrial Development Authority of the County of Maricopa Re: Not to Exceed $1,400,000,000 The Industrial Development Authority of the County of Maricopa Revenue Bonds (Banner Health), Series 2026 Ladies and Gentlemen: At the meeting of the Board of Directors (the “Board”) of The Industrial Development Authority of the County of Maricopa (the “Authority”) on March 10, 2026, the Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds described above (the “Bonds”). This letter provides a summary of the proposed financing. AUTHORITY The Authority is an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona. The Authority was formed with the permission of Maricopa County, Arizona (“Maricopa County”), and incorporated under and pursuant to the Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”). APPLICANT/BORROWER The Applicant/Borrower, Banner Health (the “Borrower”), is a health care institution under the Act, an Arizona nonprofit corporation, and a 501(c)(3) organization under the Internal Revenue Code of 1986, as amended (the “Code”). Headquartered in Phoenix, Arizona, Banner is one of the largest employers in Maricopa County, Arizona. PROJECT The Borrower will use the proceeds of the Bonds to refund all or a portion of certain outstanding bonds and other obligations previously financed through the Authority, as well as the bonds issued by the Arizona Industrial Development Authority (formerly the Arizona Health Facilities Authority). The project facilities being refinanced are located in Casa Grande, Gilbert, Glendale, Mesa, Payson, Phoenix, Queen Creek, Sun City, and Tucson, Arizona; Loveland, Colorado; and Torrington, Wyoming. A list of the outstanding debt being refunded tother with addresses of the projects being refinanced, are set forth in Exhibit A of the Authority’s resolution (attached hereto). The project facilities located in Maricopa County are in Supervisorial Districts: 1, 3, 4, and 5. Board of Supervisors Board of Directors March 5, 2026 Page 2 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 its intention to issue the Bonds. TAX EXEMPT FINANCING 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. A public hearing will be held by a representative of the Authority on or about March 10, 2026. No allocation of the Arizona “volume cap” is required for the issuance of the Bonds because the Bonds will be issued as “qualified 501(c)(3) bonds.” On or prior to closing, the Authority will receive an opinion from Bond Counsel to the effect that interest on the Bonds will be exempt from federal and State income taxes. A tax certificate/agreement will be executed by the Authority and Borrower to evidence various representations and agreements aimed at establishing and preserving the tax-exempt status of the Bonds. FINANCING PARTICIPANTS The major financing participants, in addition to the Authority, are as follows: Applicant/Borrower: Banner Health Bond Counsel: Hawkins Delafield & Wood Borrower’s Counsel: Womble Bond Dickinson (US) LLP Financial Advisor: Kaufman, Hall & Associates Underwriters: Barclays / Morgan Stanley/Jefferies Underwriters’ Counsel: Dentons US LLP Master Trustee: U.S. Bank Bond Trustee: The Bank of New York Mellon Trust Company PRINCIPAL FINANCING DOCUMENTS Document Parties Bond Indentures Authority and Bank Loan Agreements Authority and Borrower Bond Purchase Agreements Authority, Borrower and Underwriter Official Statements Borrower Board of Supervisors Board of Directors March 5, 2026 Page 3 PLAN OF FINANCING The Bonds will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of refinancing hospital and health care facilities and paying costs of issuance of the initial issuance of the Bonds. The Authority will issue the Bonds pursuant to the terms and provisions of one or more bond indentures. The Authority will loan the proceeds received from the sale of the Bonds to the Borrower pursuant to one or more loan agreements. The Bonds are expected to be a combination of fixed rate and variable rate and will be sold pursuant to one or more bond purchase agreements to underwriters selected by the Borrower and identified in each bond purchase agreement as executed. FINAL APPROVAL At its meeting on March 10, 2026, the Authority Board will be asked to grant final approval and adopt a resolution authorizing the issuance and sale of the Bonds and related matters. BOARD OF SUPERVISORS APPROVAL Under the provisions of A.R.S. § 35-721.B., issuance of the Bonds by the Authority requires the approval of the Maricopa County Board of Supervisors. The Maricopa County Board of Supervisors is being requested, at its meeting on March 25, 2026, to act as required by law to adopt a resolution approving the issuance of the Bonds under the Act and with respect to Section 147(f) of the Code. 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 any bonds, notes or other obligations issued by the Authority or for the performance of any pledge, mortgage, obligation or agreement of any kind undertaken by the Authority, and none of the bonds, notes or other obligations, or any of its obligations thereunder, shall be construed to constitute an indebtedness of Maricopa County within the meaning of any constitutional or statutory provision. TRANSACTION CLOSING If the required approvals from the Authority Board and the Maricopa County Board of Supervisors are received, it is currently anticipated that the Bonds will be issued in May, 2026. LEGAL COUNSEL RECOMMENDATION Prior to adoption of the approval resolution by the Authority Board, General Counsel to the Authority will have reviewed drafts of the principal financing documents and the principal financing documents will be in substantially final form, adequately meet the requirements of the Act, and will be Board of Supervisors Board of Directors March 5, 2026 Page 4 in both form and substance acceptable for the Authority Board to act upon. The resolution of the Authority Board authorizing the issuance and sale of the Bond sand related matters and the resolution of the Maricopa County Board of Supervisors approving the Bonds to be issued and related matters, are in form and substance acceptable for adoption. 4071706.2 048795 A RESOLUTION GRANTING APPROVAL TO THE ISSUANCE OF REVENUE BONDS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA IN A PRINCIPAL AMOUNT NOT TO EXCEED $1,400,000,000 TO REFUND CERTAIN BONDS ISSUED FOR THE BENEFIT OF BANNER HEALTH WHEREAS, The Industrial Development Authority of the County of Maricopa (the “Authority”) is an Arizona nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”), incorporated with the approval of Maricopa County, Arizona (the “County”), empowered under the Industrial Development Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”), to, among other things, (a) issue revenue bonds for the purpose of providing financing for “projects” of “health care institutions” and other purposes of the Act, including the refunding of indebtedness, whenever the Board of Directors of the Authority finds that issuing the bonds is in furtherance of the purposes of the Authority set forth in the Act and is in the public interest; (b) enter into one or more loan agreements that provide revenues sufficient to pay the principal of and premium, if any, and interest on such revenue bonds; (c) secure such revenue bonds as provided for herein; (d) enact this Resolution and enter into one or more indentures; and (e) execute and deliver related documents, all as hereinafter defined, upon the terms and conditions provided herein and therein; and WHEREAS, Banner Health, an Arizona nonprofit corporation (the “Borrower”), has requested that the Authority issue its Bonds (as defined below) in one or more series or subseries from time to time, as taxable or tax-exempt debt, or a combination of taxable and tax- exempt debt, in an aggregate principal amount not to exceed $1,400,000,000, the proceeds of which will be loaned to the Borrower and applied by the Borrower to refinance the costs of the capital projects at the Borrower’s hospital and healthcare facilities described in Exhibit A attached hereto located in the State of Arizona, the State of Colorado and the State of Wyoming (the “Projects”) through the refunding of the outstanding indebtedness of the Borrower described in Exhibit A attached hereto (the “Debt to be Refunded”); and WHEREAS, the Authority deems it necessary and advisable to proceed with the issuance, sale and delivery of the Bonds to be issued in one or more series or subseries from time to time, as taxable or tax-exempt debt, or a combination of taxable and tax-exempt debt, in an aggregate principal amount not to exceed $1,400,000,000 to be designated “The Industrial Development Authority of the County of Maricopa Revenue Bonds (Banner Health), Series 2026,” with appropriate series and subseries designations, dated as of such date or dates as shall be approved by an officer of the Authority (the “Bonds”); and WHEREAS, the Bonds will be issued pursuant to the terms of one or more bond indentures (collectively, the “Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”); and WHEREAS, the Authority and the Borrower will enter into one or more loan agreements (collectively, the “Agreement”), pursuant to which the Authority will loan the proceeds of the Bonds to the Borrower for the purpose of refinancing the Projects, including the 2 4071706.2 048795 refunding of all or a portion of the Debt to be Refunded, and paying all or a portion of the costs of issuance of the Bonds; WHEREAS, the Bonds will be sold pursuant to one or more bond purchase agreements (collectively, the “Bond Purchase Contract”) to one or more of Morgan Stanley & Co. LLC, Barclays Capital Inc., and Jefferies LLC or such underwriters selected by the Borrower and identified in the Bond Purchase Contract (each an “Underwriter” and collectively, the “Underwriters”); WHEREAS, in connection with the offering and sale of the Bonds, the Borrower and the Authority will assist the Underwriters with the preparation of one or more official statements relating to the Bonds (collectively, the “Official Statement”); and WHEREAS, there have been presented to the Authority on this date, the following: 1. The form of the Indenture setting forth the terms of the Bonds (including, without limitation, the preliminary redemption provisions, which provisions are subject to change upon the pricing and marketing of the Bonds) and the conditions and security for the Bonds; 2. The form of the Agreement; 3. The form of the Bonds as set forth in the Indenture; 4. The form of the Bond Purchase Contract by and among the Authority, the Borrower and the applicable Underwriter or Underwriters; and 5. The form of the Official Statement. WHEREAS, it appears that each of the above-referenced documents, which are now before the Directors of the Authority, is in substantially final form, except for such changes as are necessary, desirable and appropriate as hereinafter provided, including, but not limited to, such changes as are necessary to reflect the final pricing and terms and provisions of the Bonds, and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA THAT: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Resolution, the capitalized words and terms used herein shall have the meaning given in Article I of the Indenture. Section 2. Findings and Determination. The Board of Directors of the Authority finds that (i) the Borrower maintains its corporate headquarters in Phoenix, Arizona; (ii) the Borrower owns and operates hospital, medical and healthcare facilities in different locations both in the State and in other states; (iii) the Borrower is one of the major employers in 3 4071706.2 048795 the State; (iv) the Borrower is one of the largest providers of hospital, medical and healthcare services in the State; and (v) the Borrower typically uses tax-exempt or taxable bond financing on a system-wide rather than a project basis to finance and refinance capital expenditures to its facilities, wherever located. The Board of Directors of the Authority further finds that the issuance of the Bonds and the making of a loan to the Borrower for the purpose of refinancing the Projects and refunding the Debt to be Refunded is in furtherance of the purposes of the Authority under the Act and is in the public interest. The Board of Directors of the Authority, based upon its findings, determines that the issuance of the Bonds and the making of a loan to the Borrower for the purpose of refinancing the Projects and refunding the Debt to be Refunded will provide a benefit in the State. Section 3. Authorization to Issue and Sell the Bonds. The Bonds in the aggregate principal amount of not to exceed $1,400,000,000 are hereby authorized as revenue bonds to be designated “The Industrial Development Authority of the County of Maricopa Revenue Bonds (Banner Health), Series 2026,” in one or more series or subseries from time to time, as taxable or tax-exempt debt, or a combination of taxable and tax-exempt debt. The Bonds shall be in substantially the form set forth in the proposed form of Indenture. The Bonds shall bear interest at such interest rates as determined in accordance with the Indenture, but in no event shall such average annual fixed interest rates or initial variable interest rates exceed 6% per annum; provided further that in no event shall the interest rates on the Bonds exceed the maximum rate allowed by law. The Bonds shall mature in such aggregate principal amounts as set forth in the Indenture but in no event later than 40 years from the date of issuance of the Bonds. The Bonds shall be payable and subject to redemption prior to maturity as provided in the Indenture. Each Director and the Executive Director of the Authority are each designated as an “Authorized Officer” of the Authority and each is hereby authorized to execute the Bonds and each is hereby authorized to deliver them. Any signature of an Authorized Officer on the Bonds may be by facsimile. Approval of the final terms of the Bonds by the Authority, including the various maturities thereof and the final redemption provisions thereof, shall be evidenced conclusively by the execution and delivery of the Indenture by an Authorized Officer. The sale of the Bonds to the Underwriters pursuant to the terms of the Bond Purchase Contract is and the same are in all respects hereby approved, authorized and confirmed. The Bonds shall be sold to the applicable Underwriter or Underwriters identified in the Bond Purchase Contract for the purchase price(s) set forth in the Bond Purchase Contract. The approval of such purchase price(s) shall be evidenced by the execution and delivery of the Bond Purchase Contract by an Authorized Officer. Section 4. Limited Obligations. The Bonds shall be special, limited obligations of the Authority, payable solely out of (a) the revenues and receipts derived from or with respect to the Agreement and the security therefor, (b) the proceeds of the Bonds, and (c) the income, revenues and receipts pledged under the Indenture. None of the Authority, the County, the State nor any other political subdivision of the State shall be obligated to pay the principal of the Bonds or the interest thereon or any other costs incident thereto except from the amounts pledged therefor. Nothing contained in this Resolution nor in any other instrument may be considered as obligating the Authority, the County or the State to any pecuniary liability or 4 4071706.2 048795 charge upon the general credit of the Authority, the County or the State within the meaning of any constitutional or statutory provisions whatsoever. Furthermore, it is understood that no costs are to be borne by the Authority with respect to the Projects, the refunding of the Debt to be Refunded or the issuance and sale of the Bonds, and that the Borrower will promptly reimburse the Authority for any costs or other expenses reasonably incurred by the Authority, whether or not the Bonds are issued or sold. Section 5. Ratification and Approval of Actions. All actions of any Authorized Officers, employees and agents of the Authority that are in conformity with the purpose and intent of this Resolution and in furtherance of the issuance and sale of the Bonds as contemplated by this Resolution, including the execution of any certificates as to identification of a qualified hedge, shall be and are hereby ratified, confirmed and approved. Further, all actions previously taken or to be taken by the Authority in connection with the preparation and posting on the Authority’s website of a Notice of Public Hearing relating to the Bonds and the Projects or the conducting of a public hearing on behalf of the Authority are also hereby authorized, ratified, and confirmed and the Authority hereby approves the issuance of the Bonds as described in the Notice of Public Hearing for all purposes under the Internal Revenue Code of 1986, as amended. Section 6. Approval and Authorization of Documents. Any Authorized Officer of the Authority is each hereby authorized and directed to execute and deliver, for and on behalf of the Authority, the Indenture, the Bonds, the Agreement, the Bond Purchase Contract, and any related documents (the “Documents”) in the usual form and as may be approved by counsel to the Authority, with such changes, modifications, additions and deletions therein as shall be approved by counsel to the Authority and as shall seem necessary, desirable or appropriate, the execution thereof by the Authorized Officer of the Authority to constitute conclusive evidence of such counsel’s approval and such officer’s approval on behalf of the Authority of any and all changes, modifications, additions and deletions from the usual forms thereof, and such Documents are hereby authorized to be executed and delivered by the Authority. The Authority hereby approves the use of one or more Official Statements and, if appropriate, one or more Preliminary Official Statements, in the usual form and as may be approved by counsel to the Authority, by the Underwriters in connection with the offering and sale of the Bonds, as shall seem necessary, desirable or appropriate, and the Authority hereby further approves the use by the Underwriters (after review and approval by counsel to the Authority) of any supplement or amendment to any such Official Statement which is necessary so that such Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not misleading. Except for the matters relating to the Authority and litigation with respect to the Authority, the Authority will not confirm, and assumes no responsibility for, the accuracy, completeness or sufficiency of any of the statements in any such Official Statement. Section 7. Authority To Execute and Deliver Additional Documents. Any Authorized Officer of the Authority is each hereby authorized to execute and deliver for and on behalf of the Authority, any and all additional agreements, certificates, documents and other papers, in forms approved by counsel to the Authority, and to perform all other acts as they may 5 4071706.2 048795 deem necessary or appropriate to implement and carry out the purposes and intent of this Resolution or relating to the Bonds. Each Authorized Officer is hereby empowered and authorized, upon the request of the Borrower, from time to time, to execute, on behalf of the Authority, any amendment to the Documents approved by counsel to the Authority. Execution of any such additional agreements, certificates or documents, or any such amendments to the Documents, by an Authorized Officer of the Authority, shall constitute conclusive evidence of the approval of such counsel and such Authorized Officer on behalf of the Authority, of such agreements, certificates, documents or amendments. Section 8. Designation of Trustee. The Bank of New York Mellon Trust Company, N.A., is hereby approved and appointed to serve as Trustee under the Indenture. If at any time the Trustee shall be unable or unwilling to so serve, a successor trustee, paying agent and registrar shall be selected pursuant to the terms of the Indenture. Section 9. Open Meeting Laws. It is found and determined that all formal actions of the Authority and its Board of Directors concerning and relating to the adoption of this Resolution were adopted in an open meeting and that all deliberations that resulted in those formal actions were in meetings open to the public, in compliance with all legal requirements of the State and the Authority. Section 10. Irrepealability. After the Bonds are delivered by the Trustee to the Underwriters upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the Bonds and interest thereon shall have been fully paid, canceled, and discharged. Section 11. Severability. If any section, paragraph, clause or provision of this Resolution is for any reason held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision will not affect any of the remaining provisions of this Resolution. Section 12. Supplemental Resolutions. The Authority may, subject to the terms and conditions of the Indenture, pass and execute resolutions supplemental to this Resolution which shall not be inconsistent with the terms and provisions hereof. Section 13. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Bonds is intended or shall be construed to give to any person, other than the Authority, the Borrower, the Underwriters and the Trustee, any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Authority, the Borrower, the Underwriters and the Trustee as herein provided. Section 14. Immunity of Officers. Neither the members of the governing body of the Authority, nor any Director, officer or employee of the Authority, nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 6 4071706.2 048795 Section 15. Captions. The captions or headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. Section 16. Notice of A.R.S. Section 38-511 - Cancellation. Notice is hereby given of the provisions of Arizona Revised Statutes Section 38-511, as amended. By this reference, the provisions of said statute are incorporated herein to the extent of their applicability to contracts of the nature of this Resolution under the law of the State. Section 17. Effective Date. This Resolution shall be in full force and effect immediately upon its passage and approval. A-1 4071706.2 048795 EXHIBIT A PROJECT DESCRIPTION The Bonds will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of refinancing hospital and healthcare facilities through the refunding of the indebtedness described herein. Proceeds of the Bonds will be used to refund all or a portion of the following outstanding indebtedness of the Borrower: (1) The Authority’s Tax-Exempt Commercial Paper Revenue Notes (Banner Health), authorized to be issued and outstanding from time to time in a maximum principal amount not to exceed $400,000,000, the proceeds of which were authorized to be issued: (A) to finance, refinance and/ or reimburse the Borrower for costs of construction, renovations, equipment acquisitions and improvements to the Borrower’s healthcare facilities located at the following locations in the maximum principal amounts as follows: (i) $49,139,705 maximum principal amount on the Banner Gateway Medical Center campus (“Banner Gateway”), located at 1900 North Higley Road, Gilbert, Arizona 85234, including the Banner MD Anderson Cancer Center at 2946 East Banner Gateway Drive. Gilbert, Arizona 85234 and the medical office building at 2940 East Banner Gateway Drive, Gilbert Arizona 85234; (ii) $28,256,528 maximum principal amount on the Banner Desert Medical Center campus (“Banner Desert”), located at 1400 South Dobson Road, Mesa, Arizona 85202; (iii) $164,704,343 maximum principal amount on the Banner-University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North Campbell Avenue, Tucson, Arizona 85719; (iv) $30,301,475 maximum principal amount on the Banner Ironwood Medical Center Campus (“Banner Ironwood”), located at 37000 N. Gantzel Road, Queen Creek, Arizona 85140; (v) $32,688,450 maximum principal amount on the Banner Casa Grande Medical Center campus (“Banner Casa Grande”), located at 1800 E. Florence Boulevard, Casa Grande, Arizona 85122; (vi) $47,784,541 maximum principal amount on the Banner Boswell Medical Center Campus (“Banner Boswell”), located at 10401 W. Thunderbird Boulevard, Sun City, Arizona 85351; (vii) $36,181,967 maximum principal amount on the Banner-University Medical Center Phoenix campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona 85006; (viii) $10,126,023 maximum principal amount on the Banner Payson Medical Center campus (“Banner Payson”), located at 807 South Ponderosa Street, Payson, Arizona 85541; (ix) $10,875,793 maximum principal amount on the Banner Estrella Medical Center campus (“Banner Estrella”), located at 9201 W. Thomas Road, Phoenix, Arizona 85037; (x) $85,583,076 maximum principal amount on the Banner Thunderbird Medical Center campus (“Banner Thunderbird”), located at 5555 W. Thunderbird Road, Glendale, Arizona 85306; (xi) $7,075,324 maximum principal amount on the McKee Medical Center campus located at 2000 Boise Avenue, Loveland, Colorado (“Banner McKee”); (B) in a maximum principal amount not exceeding $155,000,000 to refinance a taxable loan used by the Borrower to refinance and redeem (i) the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2017C, the proceeds of which were applied by the Borrower to (a) finance a portion of the costs of construction, furnishing and equipping of a patient care and clinical tower at A-2 4071706.2 048795 Banner UMC Phoenix (the “BUMCP Tower Project”); and (b) finance a portion of the costs of a patient and clinical care tower at Banner UMC Tucson (the “BUMCT Tower Project”); and (ii) the Authority’s Revenue Bonds (Banner Health), Series 2019C, the proceeds of which were applied by the Borrower to the following (hereinafter collectively referred to as the “2019 Projects”): (a) finance a portion of the BUMCP Tower Project and miscellaneous capital expenditures on the Banner UMC Phoenix campus; (b) finance a portion of the BUMCT Tower Project and miscellaneous capital expenditures on the Banner UMC Tucson campus; (c) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2008B and Series 2008C, the proceeds of which were used to (1) refinance a bridge loan, the proceeds of which were used to current refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2005B and Series 2005C, the proceeds of which were used to (A) finance capital expenditures at Banner Gateway; (B) construct a parking garage at Banner Thunderbird; (C) construct, renovate and equip the Borrower’s corporate offices located at 1441 N. 12th Street, Phoenix, Arizona (“Banner Corporate”); (D) finance capital expenditures at Banner McKee; and (E) fund a termination payment in connection with an interest rate exchange agreement; and (d) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2015D, the proceeds of which were used to finance the following projects (hereinafter collectively referred to as the “2015 Projects”): (1) finance a portion of the costs of acquisition of Banner UMC Tucson, including the facilities at 3838 N. Campbell Avenue, Tucson, Arizona; (2) finance a portion of the costs of construction of a parking garage at Banner UMC Phoenix; and (3) finance a portion of the costs of acquisition of Banner Payson. (2) The Authority’s $101,300,000 original principal amount Revenue Bonds (Banner Health), Series 2023A-1, the proceeds of which were applied by the Borrower to pay a portion of the costs of (A) construction, renovation, equipment acquisition and improvements at Banner Gateway; (B) construction, renovation, equipment acquisition and improvements at Banner Desert; and (C) the refinancing of taxable indebtedness of the Borrower used to refund the Authority’s Revenue Bonds (Banner Health), Series 2017B, the proceeds of which were used to finance a portion of the BUMCP Tower Project and a portion of the costs of the BUMCT Tower Project. (3) The Authority’s $83,600,000 original principal amount Revenue Bonds (Banner Health), Series 2019D, the proceeds of which were applied by the Borrower to pay a portion of the costs of the 2019 Projects described hereinabove. (4) The Authority’s $803,500,000 original principal amount Revenue Bonds (Banner Health), Series 2016A, the proceeds of which were applied by the Borrower to (A) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2008A, the proceeds of which were used to refinance taxable indebtedness of the Borrower, the proceeds of which was used to (i) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2005D, Series 2005E and Series 2005F, the proceeds of which were used to (a) finance the expansion of Banner Baywood Medical Center located at 6644 E. Baywood Avenue, Mesa, Arizona 85206 (“Banner Baywood”); (b) finance the construction of Banner Gateway; (c) finance a A-3 4071706.2 048795 parking garage at Banner Thunderbird; (d) finance the expansion and renovation of Banner Desert and the construction of Banner Children’s hospital at Banner Desert; (e) finance the expansion and renovation of Banner McKee; (f) finance capital expenditures at Banner UMC Phoenix, Banner Corporate and at 525 W. Brown Road, Mesa, Arizona 85201 (“Banner Corporate Center Mesa”); and (ii) refinance certain commercial paper notes, the proceeds of which were used to finance capital expenditures at Banner McKee; and (B) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2008D, the proceeds of which were used to (i) finance the construction of Banner Ironwood; (ii) finance an expansion of Banner Baywood; (iii) finance a corporate and data center at Banner Corporate Center Mesa; (iv) finance the acquisition of Banner Boswell and Banner Del E Webb Medical Center located at 14502 W Meeker Boulevard, Sun City West, Arizona 85375 (“Banner Del E Webb”); (v) refund the Industrial Development Authority of the City of Mesa, Arizona Variable Rate Revenue Bonds, Series 1999B, the proceeds of which were used to finance the costs of the acquisition by the Borrower of certain healthcare facilities of the former Samaritan Health System comprising Banner UMC Phoenix, Banner Corporate and Banner Corporate Center Mesa, Banner Desert and Banner Thunderbird; and (vi) refund the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2002A, 2002B and 2002C, the proceeds of which were used to (a) finance the construction of Banner Estrella; (b) finance the expansion and renovation of Banner UMC Phoenix; (c) finance capital expenditures at Banner Desert, Banner Thunderbird, Banner Baywood, Banner Corporate Center Mesa and Banner Heart Hospital located at 6750 E. Baywood Avenue, Mesa, Arizona 85206 (“Banner Heart”). (5) The Arizona Health Facilities Authority’s $100,630,000 original principal amount of Revenue Bonds (Banner Health), Series 2015B, the proceeds of which were used to finance a portion of the costs of the 2015 Projects described hereinabove. (6) The Arizona Health Facilities Authority’s $400,000,000 original principal amount of Revenue Bonds (Banner Health), Series 2007B (the “2007B Bonds”), the proceeds of which were used to finance (i) the expansion of Banner Thunderbird; (ii) the construction of Banner Children’s hospital at Banner Desert; (iii) the construction of a data center at Banner Corporate Center Mesa and renovations to Banner Corporate; (iv) capital improvements at Community Hospital located at 2000 Campbell Drive, Torrington, Wyoming 82240; and (v) capital improvements at Banner Estrella, Banner Heart, Banner UMC Phoenix and Banner Gateway. In connection with the refunding of the 2007B Bonds, proceeds of the Bonds may also be used to pay costs of termination of an interest rate swap agreement relating to the 2007B Bonds. The projects and facilities to be refinanced with the proceeds of the Bonds at Banner UMC Tucson are owned and operated by the Borrower through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-University Medical Center South Campus, LLC. All other projects and facilities described herein to be refinanced with the proceeds of the Bonds are owned and operated by the Borrower. A-4 4071706.2 048795 The projects to be refinanced with the proceeds of the Bonds are or will be located at the addresses set forth herein.