BANNER 2025 CP PROGRAM - BOS FA RESOLUTION.PDF
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A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS TAX-EXEMPT COMMERCIAL PAPER REVENUE NOTES (BANNER HEALTH), IN ONE OR MORE SERIES OR SUBSERIES FROM TIME TO TIME, IN A MAXIMUM PRINCIPAL AMOUNT NOT TO EXCEED $400,000,000 OUTSTANDING AT ANY TIME 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 and notes 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 Tax-Exempt Commercial Paper Revenue Notes (Banner Health) (the “Notes”), in one or more series or subseries, from time to time, in a maximum principal amount not to exceed $400,000,000 outstanding at any time, 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, on February 11, 2025, the Authority resolved (the “Authority’s Resolution”) to issue the Notes in one or more series or subseries from time to time (including any roll-over notes to be issued to pay maturing principal of the Notes), to provide for a plan of financing, refinancing and reimbursement for the Corporation, in a maximum principal amount not to exceed $400,000,000 outstanding at any time, to be applied to finance, refinance and reimburse the Corporation for the costs of the projects described in Exhibit A attached hereto (collectively referred to herein as the “Projects”). WHEREAS, the Authority’s Resolution was conditioned upon, among other things, the granting of approval to the issuance of the Notes from time to time 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 Notes from time to time, having a maximum maturity date of not later than 270 days from their dates of issuance, and in a maximum principal amount not to exceed $400,000,000 outstanding at any time, the execution and delivery of a Commercial Paper Note Indenture, Loan Agreement, and Issuing and Paying Agent Agreement (all as described in the Authority’s Resolution), and such other documents as required for the issuance of the Notes. WHEREAS, the terms, provisions for security, and sources of payment for the Notes are set forth in the Commercial Paper Note Indenture and Loan Agreement relating to the Notes. 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 issuance of the Notes by the Authority requires the approval of the Maricopa County Board of Supervisors. WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must approve the issuance of the Notes, and the financing and refinancing of any projects, improvements or facilities with the proceeds thereof, after a public hearing following reasonable public notice. WHEREAS, pursuant to Section 147(f) of the Code, following publication by posting on the Authority’s website on January 23, 2025 of a Notice of Public Hearing, a public hearing with respect to the Notes and the location and nature of the Projects described in such Notice of Public Hearing was held telephonically by the Authority, on January 30, 2025, at 9:00 a.m., MST, via toll free dial-in number (a copy of the Notice of Public Hearing is attached hereto as Exhibit B and made a part of this Resolution). WHEREAS, a Report of Public Hearing regarding the Public Hearing held on January 30, 2025 has been presented to and considered by the Maricopa County Board of Supervisors. WHEREAS, the Notice of Public Hearing indicates that the Projects to be financed and refinanced with the proceeds of the Notes are owned and operated by the Corporation directly or through certain of its wholly-owned affiliates. WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors pursuant to Section 35-721.B of the Act with respect to the issuance of the Notes from time to time under and in accordance with the Commercial Paper Note Indenture (including the issuance of roll-over Notes under the Commercial Paper Note Indenture to pay maturing principal of Notes) for the purposes set forth in the Resolution and in the Commercial Paper Note Indenture. WHEREAS, it is further intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors as required by, and for the purposes of, Section 147(f) of the Code, as to the issuance of the Notes in a maximum aggregate principal amount not to exceed $400,000,000 to finance and refinance the Projects. NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. The issuance by the Authority of the Notes from time to time (including the issuance of roll-over Notes to pay maturing principal of Notes issued under the Commercial Paper Note Indenture) for the purposes of financing and refinancing the Projects described herein, in a maximum principal amount not to exceed $400,000,000 outstanding at any time, is approved for all purposes under the Act. 2. For purposes of Section 147(f) of the Code, the issuance of the Notes in a maximum aggregate principal amount not to exceed $400,000,000 to finance and refinance the Projects as described in the Notice of Public Hearing is hereby approved. 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 Notes. ADOPTED AND APPROVED on February 12, 2025. ________________________________________ Chairman, Maricopa County Board of Supervisors ATTEST: _____________________________________ Clerk, Maricopa County Board of Supervisors EXHIBIT A PROJECTS TO BE FINANCED, REFINANCED AND REIMBURSED WITH THE NOTES The Notes will be issued for the purpose of financing and refinancing hospital and health care facilities and paying costs of issuance of the initial issuance of the Notes as follows: (1) to finance, refinance and/ or reimburse the Corporation for costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Gateway Medical Center campus (“Banner Gateway”), located at 1900 North Higley Road, Gilbert, Arizona 85234. (2) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Desert Medical Center campus (“Banner Desert”), located at 1400 South Dobson Road, Mesa, Arizona 85202, including, but not limited to, construction of a blood and cancer center and the expansion of the emergency department and the hospital lobby. (3) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner-University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North Campbell Avenue, Tucson, Arizona 85719, including, but not limited to, laboratory renovations and expansions, renovation and expansion of surgical suites, and emergency department lobby renovation and expansion. (4) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Ironwood Medical Center Campus (“Banner Ironwood”), located at 37000 N. Gantzel Road, Queen Creek, Arizona 85140, including, but not limited to, inpatient and pharmacy renovations. (5) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Casa Grande Medical Center campus (“Banner Casa Grande”), located at 1800 E. Florence Boulevard, Casa Grande, Arizona 85122, including, but not limited to, MRI suite renovations and equipment acquisitions, and renovations of administrative areas and patient care facilities. (6) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Boswell Medical Center Campus (“Banner Boswell”), located at 10401 W. Thunderbird Boulevard, Sun City, Arizona 85351, including, but not limited to, construction of a cancer center, laboratory and diagnostic treatment facilities expansions, cooling tower improvements. (7) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner-University Medical Center Phoenix campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona 85006, including, but not limited to, inpatient area renovations and expansion, acquisition of MRI and related renovations, expansion of surgical suites. (8) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Wyoming Medical Center Campus (“Banner WMC”), located at 1233 E. 2nd St., Casper, Wyoming 82601, including, but not limited to, construction, renovations and improvements to lab facilities. (9) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Payson Medical Center campus (“Banner Payson”), located at 807 South Ponderosa Street, Payson, Arizona 85541. (10) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Estrella Medical Center campus (“Banner Estrella”), located at 9201 W. Thomas Road, Phoenix, Arizona 85037, including, but not limited to, expansion of beds and improvements to surgical suites. (11) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Thunderbird Medical Center campus (“Banner Thunderbird”), located at 5555 W. Thunderbird Road, Glendale, Arizona 85306, including, but not limited to, pediatrics department expansion and expansion of other patient care and treatment areas. (12) to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the McKee Medical Center campus located at 2000 Boise Avenue, Loveland, Colorado (“Banner McKee”). (13) to refinance a taxable loan used by the Corporation to refinance and redeem (1) the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2017C, the proceeds of which were applied by the Corporation to (a) finance a portion of the costs of construction, furnishing and equipping of a 16-story patient care and clinical tower at Banner UMC Phoenix (the “BUMCP Tower Project”); and (b) finance a portion of the costs of constructing, furnishing and equipping of an approximately 700,000 square-foot, 9-story, 204-bed patient and clinical care tower at Banner UMC Tucson (the “BUMCT Tower Project”); and (2) the Authority’s Revenue Bonds (Banner Health), Series 2019C, the proceeds of which were applied by the Corporation to (a) finance a portion of the costs of construction, furnishing and equipping of the BUMCP Tower Project, and related campus improvements and miscellaneous capital expenditures on the Banner UMC Phoenix campus; (b) finance a portion of the costs of construction, furnishing and equipping of the BUMCT Tower Project and related campus improvements 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 (i) 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 Medical Center; (B) construct a parking garage at Banner Thunderbird; (C) construct, renovate and equip the Corporation’s corporate offices located at 1441 N. 12th Street, Phoenix, Arizona; and (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 (i) finance a portion of the costs of acquisition of Banner UMC Tucson; (ii) finance a portion of the costs of construction of a parking garage at Banner UMC Phoenix; and (iii) finance a portion of the costs of acquisition of Banner Payson. EXHIBIT B 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 by an authorized representative of The Industrial Development Authority of the County of Maricopa (the "Authority") on Thursday, January 30, 2025, commencing at 9:00 a.m., MST, via the toll free dial-in number of 1-833-220-6615 (enter code 970133 and press #), with respect to the proposed issuance by the Authority of its Tax-Exempt Commercial Paper Revenue Notes (Banner Health) (the “Commercial Paper Notes”) to provide for a plan of financing, refinancing and reimbursing Banner Health (the “Corporation”), an Arizona nonprofit corporation, for the costs of the projects as hereinafter described and to pay costs of issuance of the Commercial Paper Notes. The Commercial Paper Notes will be issued from time to time in a maximum principal amount not to exceed $400,000,000 outstanding at any time, and the maximum aggregate principal amount of Commercial Paper Notes to be issued pursuant to the plan of finance described herein shall not exceed $400,000,000 (exclusive of Commercial Paper Notes issued solely to pay the maturing principal of Commercial Paper Notes). The Commercial Paper Notes will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Code for the purpose of financing and refinancing hospital and health care facilities and paying costs of issuance of the initial issuance of the Commercial Pape Notes as follows: Commercial Paper Notes in a maximum principal amount not exceeding $49,139,705 may be issued to finance, refinance and/ or reimburse the Corporation for costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Gateway Medical Center campus (“Banner Gateway”), located at 1900 North Higley Road, Gilbert, Arizona 85234. Commercial Paper Notes in a maximum principal amount not exceeding $28,256,528 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Desert Medical Center campus (“Banner Desert”), located at 1400 South Dobson Road, Mesa, Arizona 85202, including, but not limited to, construction of a blood and cancer center and the expansion of the emergency department and the hospital lobby. Commercial Paper Notes in a maximum principal amount not exceeding $164,704,343 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner-University Medical Center Tucson campus (“Banner UMC Tucson”), located at 1625 North Campbell Avenue, Tucson, Arizona 85719, including, but not limited to, laboratory renovations and expansions, renovation and expansion of surgical suites, and emergency department lobby renovation and expansion. Commercial Paper Notes in a maximum principal amount not exceeding $30,301,475 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Ironwood Medical Center Campus (“Banner Ironwood”), located at 37000 N. Gantzel Road, Queen Creek, Arizona 85140, including, but not limited to, inpatient and pharmacy renovations. Commercial Paper Notes in a maximum principal amount not exceeding $32,688,450 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Casa Grande Medical Center campus (“Banner Casa Grande”), located at 1800 E. Florence Boulevard, Casa Grande, Arizona 85122, including, but not limited to, MRI suite renovations and equipment acquisitions, and renovations of administrative areas and patient care facilities. Commercial Paper Notes in a maximum principal amount not exceeding $47,784,541 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Boswell Medical Center Campus (“Banner Boswell”), located at 10401 W. Thunderbird Boulevard, Sun City, Arizona 85351, including, but not limited to, construction of a cancer center, laboratory and diagnostic treatment facilities expansions, cooling tower improvements. Commercial Paper Notes in a maximum principal amount not exceeding $36,181,967 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner-University Medical Center Phoenix campus (“Banner UMC Phoenix”), located at 1111 East McDowell Road, Phoenix, Arizona 85006, including, but not limited to, inpatient area renovations and expansion, acquisition of MRI and related renovations, expansion of surgical suites. Commercial Paper Notes in a maximum principal amount not exceeding $8,303,790 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Wyoming Medical Center Campus (“Banner WMC”), located at 1233 E. 2nd St., Casper, Wyoming 82601, including, but not limited to, construction, renovations and improvements to lab facilities. Commercial Paper Notes in a maximum principal amount not exceeding $10,126,023 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Payson Medical Center campus (“Banner Payson”), located at 807 South Ponderosa Street, Payson, Arizona 85541. Commercial Paper Notes in a maximum principal amount not exceeding $10,875,793 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Estrella Medical Center campus (“Banner Estrella”), located at 9201 W. Thomas Road, Phoenix, Arizona 85037, including, but not limited to, expansion of beds and improvements to surgical suites. Commercial Paper Notes in a maximum principal amount not exceeding $85,583,076 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the Banner Thunderbird Medical Center campus (“Banner Thunderbird”), located at 5555 W. Thunderbird Road, Glendale, Arizona 85306, including, but not limited to, pediatrics department expansion and expansion of other patient care and treatment areas. Commercial Paper Notes in a maximum principal amount not exceeding $7,075,324 may be issued to finance and/ or reimburse the Corporation for the costs of construction, renovations, equipment acquisitions and improvements to the Corporation’s health care facilities located on the McKee Medical Center campus located at 2000 Boise Avenue, Loveland, Colorado (“Banner McKee”). Commercial Paper Notes in a maximum principal amount of $155,000,000 may be issued to refinance a taxable loan used by the Corporation to refinance and redeem (1) the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2017C, the proceeds of which were applied by the Corporation to (a) finance a portion of the costs of construction, furnishing and equipping of a 16-story patient care and clinical tower at Banner UMC Phoenix (the “BUMCP Tower Project”); and (b) finance a portion of the costs of constructing, furnishing and equipping of an approximately 700,000 square-foot, 9-story, 204-bed patient and clinical care tower at Banner UMC Tucson (the “BUMCT Tower Project”); and (2) the Authority’s Revenue Bonds (Banner Health), Series 2019C, the proceeds of which were applied by the Corporation to (a) finance a portion of the costs of construction, furnishing and equipping of the BUMCP Tower Project, and related campus improvements and miscellaneous capital expenditures on the Banner UMC Phoenix campus; (b) finance a portion of the costs of construction, furnishing and equipping of the BUMCT Tower Project and related campus improvements 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 (i) 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 Medical Center; (B) construct a parking garage at Banner Thunderbird; (C) construct, renovate and equip the Corporation’s corporate offices located at 1441 N. 12th Street, Phoenix, Arizona; and (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 (i) finance a portion of the costs of acquisition of Banner UMC Tucson; (ii) finance a portion of the costs of construction of a parking garage at Banner UMC Phoenix; and (iii) finance a portion of the costs of acquisition of Banner Payson. The projects and facilities to be financed and refinanced with the proceeds of the Commercial Paper Notes at Banner UMC Tucson are owned and operated by the Corporation through its wholly owned affiliates, Banner-University Medical Center Tucson Campus, LLC and Banner-University Medical Center South Campus, LLC. The projects and facilities to be financed and refinanced with the proceeds of the Commercial Paper Notes at Banner WMC are owned and operated by the Corporation through its wholly owned affiliate, Wyoming Medical Center, Inc. All other projects and facilities described herein to be financed and refinanced with the proceeds of the Commercial Paper Notes are owned and operated by the Corporation. The projects to be financed and refinanced with the proceeds of the Commercial Paper Notes are or will be located at the addresses set forth herein. The Commercial Paper Notes will be special limited obligations of the Authority, 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 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 Commercial Paper Notes and the location and nature of the projects described herein to be financed and refinanced with the proceeds of the Commercial Paper Notes. 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 “Banner Health Projects.” Written submissions should be mailed or delivered in sufficient time to be received before January 30, 2025. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA