LINDENWOOD - TEFRA BOS RESOLUTION.PDF
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A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUANCE BY THE PUBLIC FINANCE AUTHORITY OF NOT TO EXCEED $175,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS EDUCATIONAL FACILITIES REVENUE BONDS (LINDENWOOD EDUCATION SYSTEM), SERIES 2025A WHEREAS, the Public Finance Authority (the “Issuer”) proposes to issue its Educational Facilities Revenue Bonds (Lindenwood Education System), Series 2025A (the “Bonds”) in an aggregate principal amount not to exceed $175,000,000, and to loan the proceeds from the sale of the Bonds to Lindenwood Education System, a Missouri non-profit corporation (the “Borrower”), to provide for a plan of financing of the costs of the Project (defined below), a portion of which relates to, benefits, or is otherwise to be located in Maricopa County, Arizona, as further described in the hereinafter defined Notice of Public Hearing, a copy of which is attached hereto; WHEREAS, the Bonds will be issued in a maximum principal amount of $175,000,000, and the proceeds of the Bonds will be applied by the Borrower to finance the Project, which consists of the use of such proceeds (a) to finance, refinance or reimburse all or a portion of the costs of the acquisition of the Acquired Assets (defined in the Notice of Public Hearing) from STVT-AAI Education Inc. (the “Company”); (b) to acquire, construct, renovate and make improvements and purchase equipment and furnishings for the Borrower’s existing educational facilities; (c) to fund interest on the Bonds and pay certain start-up working capital costs of the Borrower; (d) to refinance all or a portion of the Borrower’s existing outstanding tax-exempt debt, and (e) to finance costs of issuance of the Bonds (collectively, the “Project”); WHEREAS, prior to the issuance of the Bonds, the public hearing and approval requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), require that the Maricopa County, Arizona, being the governmental unit having jurisdiction over the area which a portion of the Project relates to, benefits, or is otherwise to be located, approve the issuance of the appliable portion of the Bonds, after public hearing following reasonable notice; WHEREAS, upon request of the Borrower, The Industrial Development Authority of the County of Maricopa (the “Maricopa IDA”) published a Notice of Public Hearing on the Maricopa IDA’s website on January 14, 2025 (the “Notice of Public Hearing”), a copy of which Notice of Public Hearing is attached hereto and made a part of this Resolution; WHEREAS, following the publication of such Notice of Public Hearing, a public hearing with respect to the Bonds and the location and nature of the Project described in such Notice of Public Hearing (the “Public Hearing”) was held telephonically by the Maricopa IDA, pursuant to Section 147(f) of the Code, on January 22, 2025, at 9:00 a.m. (or as soon thereafter as the matter could be heard), via the toll free dial-in number of 1-833-220-6615, Code 970133; WHEREAS, a Report of Public Hearing regarding the Public Hearing held on January 22, 2025, has been presented to and considered by the Maricopa County Board of Supervisors; WHEREAS, the Notice of Public Hearing provides that in Arizona, the Acquired Assets (defined in the Notice of Public Hearing) relate to, benefit, or are otherwise used in the integrated operation for educational services, including educational assets and associated operations for training and educational programs for Arizona Automative Institute and Ancora High School at the following locations: 6829 N. 46th Ave., Parcel 1 in Glendale, Arizona, 3420 S. 35th Ave. in Phoenix, Arizona, and 8181 S. 48th St. in Phoenix, Arizona (collectively, the “Arizona Assets”), and that the maximum stated principal amount of the Bonds expected to be issued for the Arizona Assets is $8,500,000. WHEREAS, the Notice of Public Hearing indicates that the Project will be owned and operated by the Borrower, Ancora Education Holdings, Inc. and/or one of the Borrower’s other affiliates; WHEREAS, the Bonds are to be issued in one or more series or sub-series, from time to time, and the Issuer intends to issue one or more series or sub-series of Bonds not later than one year from the date of adoption and approval of this Resolution; WHEREAS, the Bonds will not be a debt, obligation or liability of the Maricopa IDA or of Maricopa County, Arizona, or of the State of Arizona or any agency or political subdivision thereof; WHEREAS, the Bonds will constitute a special, limited obligation of the Issuer, payable solely out of the revenues and other funds pledged and assigned for their payment in accordance with one or more loan agreements each between the Borrower and the Issuer and one or more indentures pursuant to which the Bonds are issued; and WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors as required by, and solely for the purposes of, Section 147(f) of the Code, as to the issuance of the applicable portion of the Bonds to finance the portion of the Project located in Maricopa County, the Arizona Assets, as described in the Notice of Public Hearing. NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. Solely for the purpose of satisfying the requirements of Section 147(f) of the Code, the issuance of the applicable portion of the Bonds by the Issuer and the related plan of finance to provide funds to finance the portion of the Project located in Maricopa County, the Arizona Assets, is hereby approved. 2. The Bonds shall not constitute a debt, obligation or liability of the Maricopa IDA or of Maricopa County, Arizona, or of the State of Arizona or any other political subdivision thereof, and none of the Maricopa IDA, Maricopa County, Arizona, or the State of Arizona or any other political subdivision thereof shall be obligated for the payment of the Bonds, for the manner or extent to which the proceeds from the sale of the Bonds are expended or allocated or for any aspect whatsoever of the Project. ADOPTED AND APPROVED this 12th day of February, 2025. _________________________________________ Chairman, Maricopa County Board of Supervisors ATTEST: _____________________________________ Clerk, Maricopa County Board of Supervisors ATTACHMENT: NOTICE OF PUBLIC HEARING NOTICE OF PUBLIC HEARING PUBLIC NOTICE IS HEREBY GIVEN that a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”) will be held telephonically on behalf of Maricopa County, Arizona, by an authorized representative of The Industrial Development Authority of the County of Maricopa (the “Maricopa IDA”) on January 22, 2025 commencing at 9:00 am MST (or as soon thereafter as the matter can be heard), via the toll free dial-in number of 1-833-220-6615 (enter code 970133 and press #). The hearing will be held with respect to a plan of finance for the proposed issuance by the Public Finance Authority (the “Issuer”), a governmental entity of the State of Wisconsin, of its Educational Facilities Revenue Bonds (Lindenwood Education System), in one or more issues (collectively, the “Bonds”), in a principal amount not to exceed $175,000,000, in one or more tax-exempt and/or taxable series. The Bonds are expected to be issued by the Issuer pursuant to Section 66.0304 of the Wisconsin Statutes, as amended, and the proceeds from the sale of the Bonds will be loaned to Lindenwood Education System (the “Borrower”), a Missouri nonprofit corporation and an organization described in Section 501(c)(3) of the Code that is exempt from tax under Section 501(a) of the Code. The Bonds are expected to be qualified 501(c)(3) bonds, as defined in Section 145 of the Code, and the proceeds of the Bonds will be applied along with other available funds, for the following purposes: (a) to finance, refinance, or reimburse all or a portion of the costs of the acquisition of the Acquired Assets (defined below) from STVT-AAI Education Inc. (the “Company”), (b) to acquire, construct, renovate and make improvements and purchase equipment and furnishings for the Borrower’s existing educational facilities; (c) to fund interest on the Bonds and pay certain start-up working capital costs of the Borrower; (d) to refinance all or a portion of the Borrower’s existing outstanding tax-exempt debt, and (e) to finance costs of issuance of the Bonds (collectively, the “Project”). The Acquired Assets consist of educational assets and associated operations that relate to the Company’s offering of certificate programs, short courses, professional development courses, one-off courses, high school diplomas and associate and bachelor’s degrees. The educational assets included in the scope of the Acquired Assets include the Company’s (i) operation of 18 accredited campuses with training in the allied health, skilled-trades, business, education and technology fields, (ii) technology for delivering educational programs online; (iii) in-person and online workforce training development programs, (iv) ongoing relationship with its students; (v) existing institutional and programmatic accreditations from nationally recognized accrediting agencies (subject to approval or advance notice where and to the extent required); (vi) trade names recognized among prospective students and alumni; (vii) faculty and industry professionally- developed course curriculum; (viii) goodwill, going concern value, and an assembled workforce; (ix) certain working capital items, and (x) all educational, administrative facilities and equipment, furnishings and related software. The Acquired Assets relate to, benefit, or are otherwise used in an integrated operation for the Company’s provision of educational services in many states. In Arizona, the Acquired Assets relate to, benefit, or are otherwise used in the integrated operation for educational services, including educational assets and associated operations for training and educational programs for Arizona Automative Institute and Ancora High School at the following locations: 6829 N. 46th Ave., Parcel 1 in Glendale, Arizona, 3420 S. 35th Ave. in Phoenix, Arizona, and 8181 S. 48th St. in Phoenix, Arizona (collectively, the “Arizona Assets”). The maximum stated principal amount of the Bonds expected to be issued for the Arizona Assets is $8,500,000. However, the Borrower, at its discretion, may allocate this entire principal amount of Bond proceeds to finance all, a part, or none of the Arizona Assets. The Project, including all the Acquired Assets, will be owned, operated and/or managed by the Borrower, Ancora Education Holdings, Inc. and/or one of the Borrower’s other affiliates. THE BONDS WILL NOT CONSTITUTE AN OBLIGATION OF THE MARICOPA IDA OR OF MARICOPA COUNTY, ARIZONA, OR OF THE STATE OF ARIZONA OR ANY OTHER AGENCY OR POLITICAL SUBDIVISION THEREOF. The Bonds will be special, limited obligations of the Issuer payable solely from the loan payments to be made by the Borrower to the Issuer, and certain funds and accounts established under the bond indenture(s) for the Bonds. 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 Project described herein to be financed with the proceeds of the Bonds. Any written submissions must be sent to The Industrial Development Authority of the County of Maricopa, 8687 E. Via de Ventura, Suite 306, Scottsdale, Arizona 85258, Attention: President and clearly marked “Lindenwood Education System.” Written submissions should be mailed or delivered in sufficient time to be received before January 22, 2025. Dated: January 14, 2025 THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA