BANNER 2025 CP PROGRAM - BOS FA RESOLUTION.PDF

Maricopa County — Formal (2025-01-10)

View PDF Item 78 Meeting page

Extracted text (via pymupdf) 26575 characters
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