FOUR THREE EDUCATION - SUMMARY LETTER FOR TEFRA HOST APPROVAL.PDF

February 7, 2024
The Industrial Development Authority of the County of Maricopa
Maricopa County Board of Supervisors
RE:
Host Community Public Approval Request Pursuant to Section 147(f) of the Internal
Revenue Code of 1986 for Issuance of Tax-Exempt Bonds by the National Finance Authority
to Finance Certain Education Facilities Located in Maricopa County, Arizona
Dear Sir or Madam:
Our firm serves as bond counsel for an upcoming transaction involving the sale of all of the 
assets of The University of Phoenix, Inc. (the “Company”) to Four Three Education, Inc., an Idaho non-
profit corporation (the “Borrower”). The Borrower is undertaking a tax-exempt revenue bond financing in 
the maximum principal amount of $700,000,000 (the “Bonds”) through the National Finance Authority
(the “Issuer”) to finance certain costs associated with the acquisition of the assets and facilities of the 
Company and to pay certain other costs related to the issuance of the Bonds (collectively, the “Project”). 
Although much of the Company’s presence is online, the Project relates to, benefits, or is otherwise to be 
located in Maricopa County, Arizona (the “County”).
The Issuer has statutory authority to issue its revenue bonds for projects located outside of the 
State of New Hampshire. In order for the Bonds to be issued as tax-exempt obligations under the 
Internal Revenue Code of 1986 (the “Code”), the approval of the highest elected official(s) of each 
jurisdiction in which Bond-financed facilities are located must be obtained, following public hearing, as 
required by Section 147(f) of the Code (referred to below as the “TEFRA Approval”).
Solely in order to satisfy the requirements of the Code, the Borrower is seeking TEFRA Approval 
of the Maricopa County Board of Supervisors as to the issuance of the portion of the Bonds that are to 
be issued to finance the projects relating to, benefitting, or otherwise located in the County.
At the request of the Borrower, The Industrial Development Authority of the County of Maricopa 
(the “Maricopa IDA”) has given Notice of Public Hearing at the time and in the manner required by the 
Code and will hold the public hearing required by the Code with respect to the Bonds and the County 
projects to be financed thereby on February 23, 2024.
The Bonds will not constitute a debt or obligation of the Maricopa IDA, the County, the State of 
Arizona, or any other agency or political subdivision thereof. None of the Maricopa IDA, the County, or 
the State of Arizona will have any obligations whatsoever with respect to the Bonds. The Bonds will 
constitute special, limited obligations of the Issuer, payable solely from funds pledged and assigned for 
the payment of the Bonds in accordance with their terms and the terms of the related bond documents.
4853-3470-8897.2

4853-3470-8897.2 
Please let me know if you have any questions or if you need anything further from our firm, the 
Company, or the Borrower. The Company and the Borrower greatly appreciate the assistance from the 
Maricopa IDA and from the Maricopa County Board of Supervisors in this matter, all of which will help 
the Borrower to continue its mission of service to the community through education. 
Sincerely, 
John W. Hutchinson
Partner
JWH/JWH