BANNER HEALTH 2021 - BOS RESOLUTION.PDF
Extracted text (via pymupdf)
5986 characters
3620913.1 045418 RSIND A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS APPROVING THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF MARICOPA OF ITS REVENUE BONDS (BANNER HEALTH), SERIES 2021, IN ONE OR MORE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $305,000,000 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 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 Revenue Bonds (Banner Health), Series 2021 (the “Series 2021 Bonds”), in one or more series from time to time, in an aggregate principal amount not to exceed $305,000,000, 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 September 14, 2021, the Authority resolved (the “Authority’s Resolution”) to issue the Series 2021 Bonds in one or more series or subseries from time to time to provide for a plan of financing for the Corporation, in an aggregate principal amount not to exceed $305,000,000, to pay the costs of (1) refinancing certain taxable indebtedness of the Corporation, the proceeds of which were used by the Corporation to finance the acquisition of Wyoming Medical Center located in Casper, Wyoming; and (2) refunding all or a portion of the Arizona Health Facilities Authority Revenue Bonds (Banner Health), Series 2015B (the “Prior Bonds”). The proceeds of the Prior Bonds were used by the Corporation as follows: (a) to acquire Banner–University Medical Center Tucson located in Tucson, Arizona; (b) to acquire Banner—University Medical Center North Campus located in Tucson, Arizona; (c) to acquire Banner Administrative Offices, located in Tucson, Arizona; (d) to acquire Banner Payson Medical Center located in Payson, Arizona; and (e) to construct a car parking garage at Banner- University Medical Center Phoenix located in Phoenix, Arizona (the facilities to be refinanced with the proceeds of the Bonds are hereinafter collectively referred to as the “2021 Projects”). WHEREAS, the Authority’s Resolution was conditioned upon, among other things, the granting of approval to the issuance of the Series 2021 Bonds 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 Series 2021 Bonds, the execution and delivery of one or more Bond Indentures, Loan 3620913.1 045418 RSIND Agreements, and Bond Purchase Agreements relating to the Series 2021 Bonds (as described in the Authority’s Resolution), and such other documents as required for the issuance of the Series 2021 Bonds. WHEREAS, the terms, maturities, provisions for redemption, security, and sources of payment for the Series 2021 Bonds are set forth in the Bond Indentures relating to the Series 2021 Bonds and in the forms of the Series 2021 Bonds. WHEREAS, information regarding the issuance of the Series 2021 Bonds has been made available to the Maricopa County Board of Supervisors, together with the Authority’s Resolution. 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 proceedings of the Authority under which the Series 2021 Bonds are to be issued require the approval of the Maricopa County Board of Supervisors of the issuance of the Series 2021 Bonds. WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County Board of Supervisors with respect to the issuance of the Series 2021 Bonds for the purposes set forth in the Resolution pursuant to Section 35-721.B of the Act. NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY BOARD OF SUPERVISORS, as follows: 1. The issuance by the Authority of the Series 2021 Bonds for the purposes of refinancing the 2021 Projects described in the Resolution, including the refunding of the Prior Bonds, in an aggregate principal amount not to exceed $305,000,000, is approved for all purposes under the Act. The Prior Bonds issued by the Arizona Health Facilities Authority as identified herein are, and shall remain, special limited obligations of the Arizona Health Facilities Authority (or its successor), and will not, and shall not, be a debt, obligation or liability of the Authority or Maricopa County. 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 Series 2021 Bonds. 3620913.1 045418 RSIND ADOPTED AND APPROVED on __________, 2021. _____________________________________ Chairman, Maricopa County Board of Supervisors ATTEST: __________________________ Clerk, Maricopa County Board of Supervisors