HONORHEALTH 2024 - SUMMARY LETTER.PDF

Squire Patton Boggs (US) LLP
2325 E. Camelback Road, Suite 700
Phoenix, Arizona 85016
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+1 602 528 4000
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+1 602 253 8129
squirepattonboggs.com
 1100501018\1\
March 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 $610,000,000 – The Industrial Development Authority of 
the County of Maricopa Hospital Revenue Bonds (HonorHealth), 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 March 21, 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 
(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”). 
THE APPLICANT/BORROWER
The Applicant/Borrower, HonorHealth f/k/a Scottsdale Healthcare Hospitals (“HonorHealth”), 
is an Arizona nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the 
Internal Revenue Code of 1986, as amended (the “Code”). HonorHealth, either directly or through 
affiliates, currently operates six acute care hospitals and other medical and healthcare facilities in the 
greater Phoenix area.  The 2024 Bonds will be issued in multiple series under a Master Trust Indenture 
that obligates an obligated group, which includes HonorHealth and certain affiliates, to repay debt 
service on the 2024 Bonds. 
THE PROJECT
The Maricopa IDA will loan the proceeds of the 2024 Bonds to HonorHealth to be used, together 
with other available moneys, to finance (including through reimbursement) or refinance the costs of 
acquiring, constructing, renovating, improving, furnishing and equipping, as applicable, hospital and

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healthcare facilities in Maricopa County owned and operated by HonorHealth and/or its affiliates and 
payment toward the cost of issuance.  
Of the proposed $610,000,000 in bond financing, approximately $150,000,000 will be new 
money that HonorHealth will use for various healthcare facilities, including, without limitation:
1.
HonorHealth Deer Valley Medical Center located at 19829 North 27th Avenue,
Phoenix - Construction on support services building, Pavillion 1 and 2 upgrades and
expansions, and a new four-story tower;
2.
HonorHealth Scottsdale Shea Medical Center located at 9003 East Shea Boulevard,
Scottsdale - Intensive Care Unit refurbishment, Emergency Department renovation,
Hybrid Operating Room 19, Nurse Call System, renovation of Operating Rooms 2, 4 and
5, construction of Center for Interventional Edoscopy, and construction of Cardiovascular
Center of Excellence;
3.
HonorHealth Scottsdale Osborn Medical Center located at 7400 East Osborn Road,
Scottsdale - Acquisition of additional magnetic resonance imaging equipment,
renovations of Catheterization Laboratory rooms 2 and 3, and renovation of Operating
Room 6, and including other upgrades;
4.
HonorHealth Scottsdale Thompson Peak Medical Center located at 7400 East
Thompson Peak Parkway, Scottsdale - Upgrades, expansion and improvements and
equipment to and for existing facilities and infrastructure;
5.
HonorHealth John C. Lincoln Medical Center located at 250 East Dunlap Avenue,
Phoenix - 5E refurbishment, and building out of Catheterization Laboratory 3;
6.
HonorHealth Sonoran Crossing Medical Center located at 33400 North 32nd Avenue,
Phoenix - Expansion, improvements and equipment to and for existing facilities and
infrastructure; and
7.
Various HonorHealth Facilities located throughout Maricopa County – Acquisition and
implementation of certain software and interfaces.
HonorHealth will use approximately $100,000,000 of the proceeds of the 2024 Bonds to 
refinance a loan from Wells Fargo Bank, National Association, the proceeds of which were used to 
finance (including through reimbursement) capital expenses incurred in connection with upgrades, 
expansion, improvements and equipment to and for existing facilities and infrastructure at various 
HonorHealth facilities.
Finally, Honor Health will use approximately $350,000,000 of the proceeds of the 2024 Bonds 
to refinance the following outstanding bonds:
a.
Arizona Health Facilities Authority Revenue Bonds (Scottsdale Lincoln Hospitals Project)
Series 2014A;

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b. The Industrial Development Authority of the County of Maricopa Hospital Revenue Bonds
(HonorHealth) Series 2019B (Long-Term Bonds); and
c.
The Industrial Development Authority of the County of Maricopa Hospital Revenue Bonds
(HonorHealth) Series 2019C (FRN 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 March 14, 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 Ballard Spahr 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’s Counsel:
Squire Patton Boggs (US) LLP 
Bond Counsel
Ballard Spahr LLP
Applicant/Borrower:
HonorHealth
Applicant/Borrower’s Counsel:
Shannon Fox Fraser, SVP and General Counsel to HonorHealth
Applicant/Borrower’s Financial
    Advisor:
Kaufman, Hall & Associates
Underwriters: 
RBC Capital Markets, LLC and BofA Securities, Inc.
Underwriters’ Counsel:
Orrick Herrington & Sutcliffe LLP
Master Trustee/Bond Trustee:
U.S. Bank Trust Company, National Association

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PRINCIPAL FINANCING DOCUMENTS
Document
Parties
Multiple Bond Indentures
Issuer and Bond Trustee
Multiple Loan Agreements and Notes
Issuer and Borrower
Multiple Official Statements (Preliminary and Final)
Borrower 
Multiple Bond Purchase Agreements
Issuer, Borrower and Underwriter
Multiple Security Documents to perfect a Gross 
Revenue Pledge
Borrower
PLAN OF FINANCING 
The 2024 Bonds will be issued in multiple series, each with different interest rates issued under 
and pursuant to the Bond Indentures, and the proceeds received from the sale of the 2024 Bonds will be 
loaned to HonorHealth pursuant to the Loan Agreements and applied, together with other available 
moneys, to finance or refinance, as applicable, the Project as described above.
The 2024 Bonds will be offered for sale by the Underwriters utilizing Official Statements and 
the 2024 Bonds will be purchased by the Underwriters under and in accordance with the terms and 
provisions of the Bond Purchase Agreements.  It is anticipated that the 2024 Bonds will be offered to the 
general public.  However, one or more series may be offered in a bank direct placement.  It is anticipated 
the 2024 Bonds will have an investment grade rating issued by one or more recognized national rating 
agencies.
FINAL APPROVAL
At the Maricopa IDA Board meeting on March 21, 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 March 27, 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

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an indebtedness of Maricopa County within the meaning of any constitutional or statutory 
provision.
LEGAL COUNSEL RECOMMENDATION
As 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.