FOUR THREE EDUCATION - BOS RESOLUTION FOR TEFRA APPROVAL - REVISED.PDF

4869-0174-4802.2 
 
 
 
 
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A RESOLUTION OF THE MARICOPA COUNTY BOARD OF 
SUPERVISORS APPROVING FOR PURPOSES OF SECTION 147(f) OF 
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE 
ISSUANCE BY THE NATIONAL FINANCE AUTHORITY OF NOT TO 
EXCEED $700,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 
EDUCATION REVENUE BONDS (FOUR THREE EDUCATION, INC. 
PROJECT), SERIES 2024A 
WHEREAS, the National Finance Authority (the “Issuer”) proposes to issue its 
Education Revenue Bonds (Four Three Education, Inc. Project), Series 2024A (the “Bonds”) in 
an aggregate principal amount not to exceed $700,000,000, and to loan the proceeds from the 
sale of the Bonds to Four Three Education, Inc., an Idaho non-profit corporation (the 
“Borrower”), to provide for a plan of financing of the costs of the Project (defined below), which 
relates to, benefits, or is otherwise to be located in Maricopa County, Arizona, as further 
described in the hereinafter defined Notice of Public Hearing (the “Notice”), a copy of which is 
attached hereto; 
WHEREAS, the Bonds will be issued in a maximum principal amount of $700,000,000, 
and the proceeds of the Bonds will be applied by the Borrower to finance the Project, which 
consists of the use of such proceeds (a) to finance or refinance all or a portion of the costs of the 
acquisition of the Acquired Assets (defined in the Notice) from The University of Phoenix, Inc. 
(the “Company”) and make related improvements thereto; (b) to fund any required reserves for 
the Bonds; (c) to fund interest on the Bonds; (d) pay certain start-up working capital costs of the 
Borrower, and (e) to finance costs of issuance of the Bonds; 
WHEREAS, prior to the issuance of the Bonds, the public hearing and approval 
requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), 
require that the Maricopa County, Arizona, being the governmental unit having jurisdiction over 
the area which the Project relates to, benefits, or is otherwise to be located, approve the issuance 
of the Bonds, after public hearing following reasonable notice;   
WHEREAS, upon request of the Borrower, The Industrial Development Authority of the 
County of Maricopa (the “Maricopa IDA”) published a Notice of Public Hearing on the 
Maricopa IDA’s website on February 15, 2024 (the “Notice of Public Hearing”), a copy of which 
Notice of Public Hearing is attached hereto and made a part of this Resolution; 
WHEREAS, following the publication of such Notice of Public Hearing, a public 
hearing with respect to the Bonds and the location and nature of the Project described in such 
Notice of Public Hearing (the “Public Hearing”) was held telephonically by the Maricopa IDA, 
pursuant to Section 147(f) of the Code, on February 23, 2024, at 8:30 a.m. (or as soon thereafter 
as the matter could be heard), via the toll free dial-in number of 1-833-220-6615, Code 970133; 
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on 
February 23, 2024, has been presented to and considered by the Maricopa County Board of 
Supervisors; 
WHEREAS, the Notice of Public Hearing indicates that the Project will be owned and 
operated by the Borrower;

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WHEREAS, the Bonds are to be issued in one or more series or sub-series, from time to 
time, and the Issuer intends to issue one or more series or sub-series of Bonds not later than one 
year from the date of adoption and approval of this Resolution; 
WHEREAS, the Bonds will not be a debt, obligation or liability of the Maricopa IDA or 
of Maricopa County, Arizona, or of the State of Arizona or any agency or political subdivision 
thereof; 
WHEREAS, the Bonds will constitute a special, limited obligation of the Issuer, payable 
solely out of the revenues and other funds pledged and assigned for their payment in accordance 
with one or more loan agreements each between the Borrower and the Issuer and one or more 
indentures pursuant to which the Bonds are issued; and 
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa 
County Board of Supervisors as required by, and solely for the purposes of, Section 147(f) of the 
Code, as to the issuance of the Bonds to finance the Project, as described in the Notice of Public 
Hearing.  
NOW, THEREFORE, BE IT RESOLVED BY THE MARICOPA COUNTY 
BOARD OF SUPERVISORS, as follows: 
1. 
Solely for the purpose of satisfying the requirements of Section 147(f) of the 
Code, the issuance of the Bonds by the Issuer and the related plan of finance to provide funds to 
finance the Project as described in the Notice of Public Hearing is hereby approved. 
2. 
The Bonds shall not constitute a debt, obligation or liability of the Maricopa IDA 
or of Maricopa County, Arizona, or of the State of Arizona or any other political subdivision 
thereof, and none of the Maricopa IDA, Maricopa County, Arizona, or the State of Arizona or 
any other political subdivision thereof shall be obligated for the payment of the Bonds, for the 
manner or extent to which the proceeds from the sale of the Bonds are expended or allocated or 
for any aspect whatsoever of the Project.

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ADOPTED AND APPROVED this 28th day of February, 2024. 
 
 
_________________________________________ 
Chairman, Maricopa County Board of Supervisors 
ATTEST: 
 
 
_____________________________________ 
Clerk, Maricopa County Board of Supervisors 
 
 
ATTACHMENT: NOTICE OF PUBLIC HEARING

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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 on 
behalf of Maricopa County, Arizona, by an authorized representative of The Industrial 
Development Authority of the County of Maricopa (the “Maricopa IDA”) on February 23, 2024 
commencing at 8:30 am MST (or as soon thereafter as the matter can be heard), via the toll free 
dial-in number of 1-833-220-6615 (enter code 970133 and press #). The hearing will be held 
with respect to a plan of finance for the proposed issuance by the National Finance Authority 
(the “Issuer”), a component unit of the Business Finance Authority of the State of New 
Hampshire Authority of its tax-exempt Education Revenue Bonds (Four Three Education, Inc. 
Project), in one or more issues (the “Bonds”), in a principal amount not to exceed $700,000,000.  
The Bonds are expected to be issued pursuant to Chapter 162-A of the New Hampshire 
Statutes, and the proceeds from the sale of the Bonds will be loaned to Four Three Education, 
Inc. (the “Borrower”), an Idaho nonprofit corporation and an organization described in Section 
501(c)(3) of the Code that is exempt from tax under Section 501(a) of the Code. The Bonds are 
expected to be qualified 501(c)(3) bonds, as defined in Section 145 of the Code, and the proceeds 
of the Bonds will be applied along with other available funds, for the following purposes: (a) to 
finance or refinance all or a portion of the costs of the acquisition of the Acquired Assets 
(defined below) from The University of Phoenix, Inc. (the “Company”) and make related 
improvements thereto; (b) to fund any required reserves for the Bonds; (c) to fund interest on the 
Bonds; (d) to pay certain start-up working capital costs of the Borrower, and (e) to finance costs 
of issuance of the Bonds (collectively, the “Project”). 
The Acquired Assets, which will be owned and operated by the Borrower after being 
acquired from the Company, consist of educational assets and associated operations that relate to 
the Company’s offering of certificate programs, short courses, professional development courses, 
one-off courses and associate’s, bachelor’s, master’s, and doctoral degrees. The educational 
assets included in the scope of the Acquired Assets include the Company’s (i) technology for 
delivering educational programs online (including Company-developed software); (ii) ongoing 
relationship with its students; (iii) existing institutional and programmatic accreditations from 
nationally recognized accrediting agencies (subject to approval or advance notice where and to 
the extent required); (iv) trade name that is widely recognized among prospective students and 
alumni; (v) faculty-developed course curriculum; (vi) library database and library curriculum; 
(vii) goodwill, going concern value, and an assembled workforce; (viii) certain working capital 
items, and (ix) certain administrative facilities and equipment to be located at the Borrower’s 
facilities located at the addresses described below.  The Acquired Assets relate to, benefit, or are 
otherwise to be located at the following addresses, which are used in an integrated operation for 
the Company’s provision of educational services and related matters in Phoenix, Arizona, ZIP 
code 85040:  4015 S. Riverpoint Pkwy, 4025 S. Riverpoint Pkwy, 4035 S. Riverpoint Pkwy, 
4045 S. Riverpoint Pkwy, 4050 S. Riverpoint Pkwy (West parking lot), and 4055 S. Riverpoint 
Pkwy (Garage for building 4035 & 4045).  
The Project will be owned, operated and/or managed by the Borrower. 
THE BONDS WILL NOT CONSTITUTE AN OBLIGATION OF THE MARICOPA 
IDA OR OF MARICOPA COUNTY, ARIZONA, OR OF THE STATE OF ARIZONA OR

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ANY OTHER AGENCY OR POLITICAL SUBDIVISION THEREOF. The Bonds will be 
special, limited obligations of the Issuer payable solely from the loan repayments to be made by 
the Borrower to the Issuer, and certain funds and accounts established under the bond indenture 
for the Bonds.  
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 Bonds and the location and nature of the Project 
described herein to be financed with the proceeds of the Bonds.  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 “Four 
Three Education Project.” Written submissions should be mailed or delivered in sufficient time 
to be received before February 23, 2024.   
Dated: February 15, 2024 
THE INDUSTRIAL DEVELOPMENT AUTHORITY  
OF THE COUNTY OF MARICOPA