LEGACY TRADITIONAL 2024 - SUMMARY LETTER.PDF

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 1101763834\1\ 
June 6, 2024 
To: 
Board of Supervisors  
 
 
Board of Directors 
 
Maricopa County, Arizona 
 
 
The Industrial Development Authority 
 
 
 
 
 
 
 
   of the County of Maricopa 
Re: 
Not to Exceed $80,000,000 – The Industrial Development Authority of the 
County of Maricopa Education Revenue Refunding Bonds (Legacy 
Traditional Schools Projects), Series 2024 
Ladies and Gentlemen: 
At the Board of Directors’ meeting of The Industrial Development Authority of the County 
of Maricopa (the “Maricopa IDA”) on June 11, 2024, the Maricopa IDA Board will be asked to 
grant final approval and adopt a resolution authorizing the issuance and sale of the bonds described 
above, in one or more series (the “2024 Bonds”). This letter provides a summary of the proposed 
financing.   
AUTHORITY 
The Maricopa IDA is an Arizona nonprofit corporation, formed with the permission of 
Maricopa County and incorporated under and pursuant to the Arizona Industrial Development 
Financing Act, Title 35, Chapter 5, Arizona Revised Statutes, as amended (the “Act”).  
LEGACY TRADITIONAL SCHOOLS 
Legacy Traditional Schools (the “Legacy Schools”) is a system of charter schools operating 
in Arizona, Nevada and Texas, serving students in kindergarten through eighth grade, including a 
school in every Maricopa County supervisorial district. The Legacy Schools are “back-to-basics” 
schools that focus on reading, writing and math and include a strong technology component.  Each 
of the Legacy Schools is operated by a nonprofit corporation that has received (or applied for) a 
determination letter indicating that it is a tax-exempt organization described in Section 501(c)(3) 
of the Internal Revenue Code of 1986, as amended.  The Legacy Schools are managed by Vertex 
Education, LLC, an Arizona limited liability company that was formed by the founding members 
of the Legacy Schools.

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THE BORROWER AND THE OBLIGATED GROUP 
The Legacy Schools have used bond financing from various bond issuers to finance the 
growth and expansion of the system.  In 2014, in connection with the issuance by The Industrial 
Development Authority of the City of Phoenix, Arizona, of its education facility revenue bonds 
(the “2014 Bonds”) to finance the cost to acquire four campuses, Legacy Traditional School – 
Chandler, an Arizona nonprofit corporation and 501(c)(3) organization (the “Borrower”), and 
certain of its affiliates, as the initial members of an obligated group (the “Obligated Group”), 
entered into a Master Indenture of Trust dated as of May 1, 2014 (the “Master Indenture”), pursuant 
to which the collective revenues and property of the Obligated Group were pledged to secure 
obligations of the Borrower with respect to the financing.  The Master Indenture allowed additional 
members to be added to the Obligated Group under certain terms and conditions as the Legacy 
Schools system expanded and additional bonds were issued. In the years that followed, certain 
Legacy Schools were added to the Obligated Group under various supplemental indentures.  The 
current members of the Obligated Group operate Legacy Schools in Arizona and Nevada, 
including in every Maricopa County supervisorial district, and are identified on Table A-1.  Each 
of members of the Obligated Group operate their respective charter school or schools pursuant to 
an individual charter school contract with the Arizona State Board for Charter Schools or the 
Nevada State Public Charter School Authority, as applicable.   
In 2019, the Maricopa IDA issued $141,945,000 of its education revenue bonds to finance 
and refinance seven campuses in Arizona and Nevada.  In 2020, the Maricopa IDA issued 
$44,995,000 of its education revenue bonds to finance three additional campuses in Arizona. In 
2021, the Maricopa IDA issued $75,810,000 of its education revenue bonds to finance and 
refinance three campuses in Arizona.  In this current Application, the Borrower, as representative 
of the Obligated Group, seeks approval of issuance of the 2024 Bonds for the 2024 Project 
described below. 
THE PROJECT 
The Maricopa IDA will loan the proceeds of the 2024 Bonds to the Borrower under the 
2024 Loan Agreement (defined below) and the Borrower will use the proceeds, along with other 
funds, for various purposes detailed in the bond documents, including the following (collectively, 
the “2024 Project”): 
(i) 
to refinance $62,500,000 outstanding principal amount of the 2014 Bonds 
which were used to acquire and develop the Avondale Campus, the 
Chandler Campus, the Laveen Campus and the Northwest Tucson Campus 
which are owned and used by LTS-Avondale, the Borrower, LTS-Laveen 
and LTS-Northwest Tucson, respectively, in connection with their 
respective charter school operations;  
(ii) 
reimburse the Obligated Group for certain expenditures made by the 
Obligated Group for the 2024 Project;

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(iii) 
fund a debt service reserve fund for the 2024 Bonds; and 
(iv) 
pay certain issuance expenses related to the 2024 Bonds. 
NOTIFICATION TO ARIZONA ATTORNEY GENERAL 
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the Maricopa 
IDA will notify the Arizona Attorney General of its intention to issue the 2024 Bonds.   
TAX EXEMPT FINANCING 
Pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors must 
approve the issuance of the 2024 Bonds after a public hearing following reasonable public notice. 
A public hearing will be held by a representative of the Maricopa IDA on June 17, 2024, and a 
Report and Minutes of Public Hearing will be submitted to the Clerk of the Maricopa County 
Board of Supervisors. 
No allocation of the Arizona “volume cap” is required for the issuance of the 2024 Bonds 
because the 2024 Bonds will be issued as “qualified 501(c)(3) bonds.” 
On or prior to closing, the Maricopa IDA will receive an opinion from Squire Patton Boggs 
(US) LLP, as bond counsel, to the effect that interest on any tax-exempt series of the 2024 Bonds 
will be exempt from federal and State of Arizona income taxes. 
FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Issuer:  
The Industrial Development Authority of the County of 
Maricopa  
Issuer/Bond Counsel: 
Squire Patton Boggs (US) LLP  
Applicant/Borrower/ 
Obligated Group Representative: 
Legacy Traditional School - Chandler 
Applicant/Borrower’s Counsel: 
Warren Charter Law, PLC 
Underwriter: 
Robert W. Baird & Co. Incorporated 
Underwriter’s Counsel: 
Quarles & Brady LLP 
Bond Trustee and 
Master Trustee: 
Wilmington Trust, National Association

Board of Supervisors 
Board of Directors  
June 6, 2024 
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PRINCIPAL FINANCING DOCUMENTS 
 
Document 
Parties 
Bond Indenture (the “2024 Indenture”) 
Maricopa IDA and Bond Trustee 
Loan Agreement (the “2024 Loan Agreement”) 
Maricopa IDA and Borrower 
Master Indenture  
Obligated Group and Master Trustee 
Supplemental Master Indenture for Obligation 
No. 8 
Obligated Group Representative and 
Master Trustee 
Obligation No. 8 (the “2024 Obligation”) 
Obligated Group Representative 
Amendments to Deeds of Trust, Security 
Agreement, Security Agreement, Assignment of 
Rents and Leases and Fixture Filings on various 
parcels (the “2024 Deed Amendments”) 
Borrower, LTS-Avondale, LTS-Laveen 
and LTS-Northwest Tucson 
Preliminary and Final Limited Offering 
Memorandum 
Obligated Group 
Tax Certificate and Agreement 
Maricopa IDA, Borrower, LTS-Avondale, 
LTS-Laveen, LTS-Northwest Tucson and 
Bond Trustee 
Bond Purchase Agreement 
Maricopa IDA, Borrower, Underwriter 
 
PLAN OF FINANCING  
The 2024 Bonds will be issued in one or more series of tax-exempt or taxable bonds 
pursuant to the 2024 Indenture as permitted under the terms and provisions of the Master Indenture, 
which permits the Obligated Group to incur additional indebtedness if certain conditions are met.  
The Maricopa IDA will loan the proceeds received from the sale of the 2024 Bonds to the Borrower 
pursuant to the 2024 Loan Agreement and applied, together with other available moneys, to 
finance or refinance, as applicable, the 2024 Project as described above.  The Borrower will deliver 
the 2024 Obligation as security for its payment and performance obligations under the 2024 Loan 
Agreement.    
The Borrower will be obligated to make loan repayments in amounts and at such times as 
required to pay principal and interest on the 2024 Bonds on their respective due dates. The 2024 
Bonds will be payable from the trust estate established under the 2024 Indenture, including the 
2024 Obligation, which will be secured under the Master Indenture equally by revenues and 
collateral pledged by the Obligated Group for the benefit of all obligations under the Master 
Indenture.  The Master Indenture will be modified and supplemented to recognize the obligations 
created under the 2024 Obligation.

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June 6, 2024 
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The 2024 Bonds will be underwritten by the Underwriter and offered by it for sale pursuant 
to the Preliminary Limited Offering Memorandum and Final Limited Offering Memorandum.  It 
is anticipated that the 2024 Bonds will be rated BB+ or higher.   
Finally, the Tax Certificate and Agreement will be executed to evidence various 
representations and agreements aimed at establishing and preserving the tax-exempt status of those 
2024 Bonds issued on a tax-exempt basis . 
FINAL APPROVAL 
At the Maricopa IDA Board meeting on June 11, 2024, the Maricopa IDA Board will be 
asked to grant final approval and adopt a resolution authorizing the issuance and sale of the 2024 
Bonds and related matters.  
BOARD OF SUPERVISORS APPROVAL 
Under the provisions of A.R.S. § 35-721.B., the 2024 Bonds to be issued by the Maricopa 
IDA require the approval of the Maricopa County Board of Supervisors.  The Maricopa County 
Board of Supervisors is being requested, at its meeting on June 26, 2024, to act as required by law 
to adopt a resolution approving the issuance of the 2024 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 issued by the 
Maricopa IDA or for the performance of any pledge, mortgage, obligation or agreement of 
any kind undertaken by the Maricopa IDA, and none of the bonds or any of its obligations 
shall be construed to constitute an indebtedness of Maricopa County within the meaning of 
any constitutional or statutory provision. 
LEGAL COUNSEL RECOMMENDATION 
 
As bond counsel and legal counsel to the Maricopa IDA, we have reviewed drafts of the 
principal financing documents and based upon our review of such and our review of the 
proceedings to date relating to the proposed issuance of the 2024 Bonds, we believe the principal 
financing documents are now in substantially final form, adequately meet the requirements of the 
Act, and are in both form and substance acceptable for the Maricopa IDA Board and the Maricopa 
County Board of Supervisors to act upon, and that the Resolution of the Maricopa IDA Board 
authorizing the issuance and sale of the 2024 Bonds and related matters and the Resolution of the 
Maricopa County Board of Supervisors approving the issuance of the 2024 Bonds and related 
matters, are in form and substance acceptable for adoption.

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TABLE A-1 
MEMBERS OF THE OBLIGATED GROUP 
 
 
Legacy System Affiliate Name/Address 
Corporation  
Referred To As 
Operating a School  
Known As 
Campus Referred  
To As 
First Year of 
Operation 
Legacy Traditional School-Avondale 
12320 W. Van Buren St., Avondale, AZ 
LTS-Avondale  
Avondale School 
Avondale Campus 
2011-2012 
Legacy Traditional School-Casa Grande 
1274 E. O’Neil Drive, Casa Grande, AZ 
LTS-Casa Grande  
Casa Grande School 
Casa Grande Campus 
2009-2010 
Legacy Traditional School-Chandler 
3201 S. Gilbert Road, Chandler, AZ 
LTS-Chandler  
Chandler School 
Chandler Campus 
2011-2012 
Legacy Traditional School-Deer Valley 
2747 West Union Hills Drive, Phoenix, AZ 
LTS-Deer Valley  
Deer Valley School 
Deer Valley Campus 
N/A 
Legacy Traditional School-East Mesa 
10707 E. Guadalupe Road, Mesa, AZ 
LTS-East Mesa  
East Mesa School 
East Mesa Campus 
2018-2019 
Legacy Traditional School-East Tucson 
9290 East Golf Links Road, Tucson, AZ 
LTS-East Tucson  
East Tucson School 
East Tucson Campus 
N/A2 
Legacy Traditional School-Gilbert 
2747 S. Recker Road, Gilbert, AZ 
LTS-Gilbert  
Gilbert School 
Gilbert Campus 
2013-2014 
Legacy Traditional School-Glendale 
13901 N. 67th Avenue, Glendale, AZ 
LTS-Glendale  
Glendale School 
Glendale Campus 
2016-2017 
Legacy Traditional School-Goodyear 
16060 W. Lower Buckeye Road, Goodyear, AZ 
LTS-Goodyear  
Goodyear School 
Goodyear Campus 
2019-2020 
Legacy Traditional School-Laveen 
7900 S. 43rd Avenue, Laveen, AZ 
LTS-Laveen  
Laveen School 
Laveen Campus 
2012-2013 
Legacy Traditional School-Maricopa 
17760 N. Regent Drive, Maricopa, AZ 
LTS-Maricopa  
Maricopa School 
Maricopa Campus 
2007-2008

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Legacy Traditional School-Mesa 
SEC McKellips Rd. & Val Vista Dr., Mesa, AZ 
LTS-Mesa  
Mesa School 
Mesa Campus 
N/A2 
Legacy Traditional Schools-Nevada, Inc. 
325 Inflection Street, Henderson, NV 
LTS-Nevada  
Cadence (Nevada) School 
Cadence (Nevada) Campus 
2018-2019 
Legacy Traditional Schools-Nevada, Inc. 
5024 Valley Drive, North Las Vegas, NV 
LTS-Nevada  
North Valley (Nevada) School 
North Valley (Nevada) Campus 
2017-2018 
Legacy Traditional Schools-Nevada, Inc. 
7077 W. Wigwam Avenue, Las Vegas, NV 
LTS-Nevada  
Southwest Las Vegas  
(Nevada) School 
Southwest Las Vegas  
(Nevada) Campus 
2019-2020 
Legacy Traditional School-North Chandler 
1900 N. McQueen Road, Chandler, AZ 
LTS-North Chandler  
North Chandler School 
North Chandler Campus 
2016-2017 
Legacy Traditional School-North Phoenix 
4545 N. 99th Avenue, Phoenix, AZ 
LTS-North Phoenix  
North Phoenix School 
North Phoenix Campus 
2020-2021 
Legacy Traditional School-Northwest Tucson 
3500 W. Cortaro Farms Rd., Tucson, AZ 
LTS-Northwest Tucson  
Northwest Tucson School 
Northwest Tucson Campus 
2011-2012 
Legacy Traditional School-Peoria 
7877 W. Hillcrest Blvd., Peoria, AZ 
LTS-Peoria  
Peoria School 
Peoria Campus 
2016-2017 
Legacy Traditional School-Phoenix 
4545 N. 99th Avenue, Phoenix, AZ 
LTS-Phoenix  
Phoenix School 
Phoenix Campus 
2018-2019 
Legacy Traditional School-Queen Creek 
41800 N. Barnes Pkwy, San Tan Valley, AZ 
LTS-Queen Creek  
Queen Creek School 
Queen Creek Campus 
2010-2011 
Legacy Traditional School-San Tan 
SW Corner of Gary Road & Empire Blvd., San Tan 
Valley, AZ 
LTS-San Tan 
San Tan School 
San Tan Campus 
2022-2023 
Legacy Traditional School-Surprise 
14506 W. Sweetwater Ave., Surprise, AZ 
LTS-Surprise  
Surprise School 
Surprise Campus 
2015-2016 
Legacy Traditional School-West Surprise 
Cactus Road & Cotton Lane, Surprise, AZ 
LTS-West Surprise 
West Surprise School 
West Surprise Campus 
2020-2021