VALLEY CHRISTIAN SCHOOLS 2023 - REPORT LETTER TO BOS AND BD.PDF

John Fries 
T (602) 440-4819 
Email:jfries@clarkhill.com 
 
Clark Hill 
3200 North Central Avenue, Suite 1600 
Phoenix, AZ 85012 
T (602) 440-4800  
F (602) 257-9582 
 
clarkhill.com 
 
269544031.v1 
 
January 4, 2023 
 
 
To: 
Board of Supervisors  
 
 
Board of Directors 
 
Maricopa County, Arizona 
 
 
The Industrial Development Authority 
 
 
 
 
 
 
 
of the County of Maricopa 
 
Re: 
Not to Exceed $45,000,000 – The Industrial Development Authority of the 
County of Maricopa Educational Facilities Revenue Bonds (Valley Christian 
Schools Project), Series 2023 
Ladies and Gentlemen: 
At the Authority Board meeting on January 10, 2023, the Authority Board will be 
asked to grant final approval to the financing for the Valley Christian Schools Project and to adopt 
a resolution authorizing the issuance and sale of the bonds as described above (the “Bonds”).  This 
letter provides a summary of the proposed financing.   
THE AUTHORITY 
The Authority 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”), and the 
Authority is designated by law to be a political subdivision of the State of Arizona. 
THE APPLICANT/BORROWER 
The Applicant/Borrower, Valley Christian Schools (“Borrower”), 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 Borrower operates Valley Christian Schools, a non-
denominational Christian school currently serving students in grades kindergarten through 12.  The 
Schools are comprised of (i) an elementary school serving kindergarten through sixth grade (the 
“Elementary School”) at a facility located on an approximately 3.5 acre campus owned by the 
Borrower and located at 6304 South Price Road in Tempe, Arizona; (ii) a junior high school 
serving grades 7 and 8 (the “Junior High School”) at a leased facility at 1005 E Guadalupe Rd, 
Tempe, Arizona; and (iii) a high school serving grades 9 through 12 (the “High School” and, 
together with the Elementary School and Junior High School, the “Schools”) at facilities owned

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by the Borrower on an approximately 19.5 acre campus located at 6900 and 6975 West Galveston 
Street in Chandler, Arizona.   
Due to the growth of the student population and desire to expand its campus footprint, the 
Borrower purchased approximately 15 acres of undeveloped land adjacent to the High School 
campus (the “Annex Property”) in 2019. The Borrower originally planned to construct additional 
facilities on the Annex Property and migrate the Elementary School and the Junior High School to 
a new campus on the Annex Property, which borders the High School campus. However, due to 
rising construction costs, the Borrower has opted to forego constructing new facilities on the 
Annex Property in favor of paying for $25 million to purchase Sun Valley Community Church’s 
(“Sun Valley Church”) Tempe campus, which consists of approximately seven buildings on 
approximately 20 acres adjacent to the Elementary School campus (the “New Campus”).  Sun 
Valley Church is not affiliated with the Borrower and the purchase price for the New Campus is 
supported by an independent appraisal. In connection with the purchase of the New Campus, the 
Borrower will sell the Annex Property.  The Borrower will use a portion of the proceeds of the 
sale of the Annex Property to purchase the New Campus.  
THE PROJECT 
 
The Authority will loan the proceeds of the Bonds to Valley Christian Schools, to (1) 
finance and refinance the Project (as defined below), (2) pay all or a portion of the costs of issuing 
the Bonds, (3) fund capitalized interest, if deemed necessary, and (4) fund one or more reserve 
funds, including a debt service reserve fund, if deemed necessary, in connection therewith. 
The proceeds of the Bonds will be used, in part, to finance or refinance the cost of 
acquiring, constructing, renovating, furnishing, improving and equipping, and/or any other capital 
expenditures and related expenses, for the New Campus in an estimated principal amount not-to-
exceed $35,000,000.   
The Borrower will also refinance existing indebtedness related to the original cost of 
acquiring, constructing, renovating, furnishing, improving and equipping, and/or any other capital 
expenditures and related expenses, as applicable, of the Elementary School, in an estimated 
principal amount not-to-exceed $4,000,000, and the High School in an estimated principal amount 
not-to-exceed $8,000,000. 
The Facilities will be owned and operated by the Borrower. 
The Schools and the Project are located in Supervisorial District No. 1.  
NOTIFICATION TO ARIZONA ATTORNEY GENERAL 
As required by the provisions of Arizona Revised Statutes, Section 35-721.F, the 
Authority will notify the Arizona Attorney General of the Authority’s intention to issue the Bonds.

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ALLOCATION FOR TAX EXEMPT FINANCING 
No allocation of the Arizona “volume cap” is required for the issuance of the Bonds 
for the benefit of a 501(c)(3) organization. 
FINANCING PARTICIPANTS 
The major participants in the financing are as follows: 
Issuer:  
The Industrial Development Authority of the County of 
Maricopa 
Issuer Counsel: 
Clark Hill PLC  
Applicant/Borrower:  
Valley Christian Schools, an Arizona non-profit corporation 
Underwriter:  
B.C. Ziegler and Company 
Bond Counsel: 
Greenberg Traurig, LLP 
Applicant/Borrower Counsel: 
Berens Blonstein, PLC 
Trustee and Dissemination Agent 
BOKF, N.A. 
Trustee’s Counsel 
Engelman Berger

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PRINCIPAL FINANCING DOCUMENTS 
 
Document 
Parties 
Indenture of Trust (the “Bond Indenture”) 
Bond 
Bond Purchase Agreement 
Preliminary and Final Limited Offering Memorandum 
Investor Letter 
Issuer and Trustee 
Issuer 
Issuer and Underwriter 
Borrower  
Investors 
Loan Agreement (the “Loan Agreement”) 
Issuer and Borrower 
Note 
Deed of Trust  
Continuing Disclosure Agreement 
Borrower 
Borrower 
Borrower and Dissemination 
Agent 
Tax Certificate and Agreement 
Issuer and Borrower 
Various assignment of contract instruments 
Borrower 
 
PLAN OF FINANCING  
The Bonds will be issued in one or more tax exempt and taxable series in an 
aggregate principal amount of not to exceed $45,000,000.   
The proceeds from the sale of the Bonds will be loaned by the Authority to the 
Borrower pursuant to the terms of the 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 
Bonds on their respective due dates. 
The obligations of the Borrower to make periodic loan repayments as well as to 
perform the other obligations of the Borrower as set forth in the Loan Agreement will be secured 
by the Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing 
(“Deed of Trust”) that will encumber the property being acquired and financed. 
The Borrower will enter into a Loan Agreement to evidence the obligations of the 
Borrower to make loan repayments in amounts necessary to pay the principal and interest on the 
Bonds.  The Bonds will be purchased by the Underwriter and offered for sale only to (1) “Qualified 
Institutional Buyers” (as defined in Rule 144A promulgated under the Securities Act), (2)

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“Accredited Investors” (as defined in Rule 501(a) of the Securities Act) and (3) potentially to 
“Qualified Institutional Mangers.”  
Finally, the Tax Certificate and Agreement will be executed by the Authority and 
Borrower to evidence various agreements aimed at establishing and preserving the tax-exempt 
status of the Bonds. 
FINAL APPROVAL 
At the Authority Board meeting on January 10, 2023, the Authority Board will be 
asked by the Applicant/Borrower to grant final approval to the application for financing and to 
adopt a resolution authorizing the issuance and sale of the Bonds. 
BOARD OF SUPERVISORS APPROVAL 
Under the provisions of A.R.S. § 35-721.B., the proceedings under which the Bonds 
of the Authority are to be issued require the approval of the Maricopa County Board of Supervisors 
for each issuance of bonds.  If the Authority Board acts to grant final approval for the financing 
and to adopt a resolution authorizing the issuance and sale of the Bonds, the Maricopa County 
Board of Supervisors will be requested, at its meeting on January 25, 2023 or thereafter, to act as 
required by law to adopt a resolution approving the proceedings of the Authority for the issuance 
of the Bonds. 
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 bonds issued by the 
Authority or for the performance by the Authority of any pledge, mortgage, obligation or 
agreement of any kind undertaken by the Authority and bonds of the Authority or any of its 
agreements or obligations shall not be construed to constitute an indebtedness of Maricopa 
County within the meaning of any constitution or statutory provision. 
TRANSACTION CLOSING 
If the required approvals of the Authority Board and the Maricopa County Board 
of Supervisors are received, it is currently anticipated that the Bonds will be issued after February 
2023.  At the time the Bonds are issued, it is anticipated the designated Bond Counsel will deliver 
its written opinion to the effect the Bonds have been validly issued and that as to the portion of the 
Bonds designated as being tax-exempt, the interest on the Bonds is exempt from federal and 
Arizona income taxation and that as to the portion of the Bonds that are not designated as tax-
exempt, the interest on such Bonds will be exempt from Arizona income taxation. 
LEGAL COUNSEL RECOMMENDATION 
 
As counsel to the Authority, we have reviewed drafts of the principal financing 
documents, we have been advised that these documents are now in substantially final form, and 
based upon our review of such and our review of the proceedings to date relating to the proposed

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issuance of the Bonds, we believe the financing documents and proceedings are in substantial 
conformance with the policies and guidelines of the Authority and are in both form and substance 
acceptable for the Authority Board and Maricopa County Board of Supervisors to act upon and 
that the Resolution presented to the Authority Board relating to authorizing the issuance and sale 
of the Bonds, and related matters, and the Resolution of the Maricopa County Board of Supervisors 
will be asked to adopt are in form and substance acceptable for the adoption.