Bond Counsel for $1.16 Billion Health Care Financing
We served as bond counsel for Bon Secours Mercy Health, Inc., one of the nation’s 20 largest health care systems, with respect to the issuance of several series of bonds totaling $1.16 billion in aggregate principal amount. As bond counsel, we assisted with each step of the financing process, which involved the public offering of municipal tax-exempt and corporate taxable bonds involving issuers in three states. The bonds were issued in April of 2020 and enabled the financing or refinancing of health care facilities in Ohio, South Carolina, and Virginia while also contributing to the re-opening of the capital markets for health care borrowers during the COVID-19 pandemic. These combined bond deals were selected by The Bond Buyer as its 2020 Deal of the Year in the Health Care Financing Category.
Issuer’s Counsel for $23 million bond used for continuing care retirement community
$324 million bond used to acquire and construct Orthopedic and Spine Center project
Tax-Exempt Healthcare Financing for Community Hospital Accomplishes Saving and Plows More Money Back into Healthcare Mission
$20.9 million bonds for National Church Residences Flexible Bond Program
We served as bond counsel for National Church Residences, an Ohio nonprofit corporation that specializes in the development, construction and management of affordable and market rate housing for seniors in its 330+ facilities located in 28 states and Puerto Rico. In these transactions, we worked with our client - and its special purpose financial advisor - to create a flexible bond program. This allows separate series of bonds to be issued by the Public Finance Authority, a multi-jurisdictional issuer, for the benefit of various affiliates of our client.
These affiliates can then finance the acquisition and/or capital construction projects at facilities located in Florida or other states. One bond, for the Water’s Edge at Lake Wales Project was $4.9 million while the other bond was $16 million for the Water’s Edge of Bradenton Phase II Project.
One of the unique aspects of these transactions is that tax-exempt or taxable bonds for the benefit of different borrower-affiliates may be issued under a common master bond indenture, which allows for bonds of each series to be issued relatively quickly and efficiently for the benefit of our client and its affiliates. This enables our client to coordinate their capital needs with their acquisition and/or construction schedules.
Underwriter’s Counsel for Unique Tender Offer and issuance of $125 million revenue bond
$14.2 million bond counsel for independent senior living and care organization
When the Laurel Lake Retirement Community was presented with the opportunity to become an independent senior living and care organization, it turned to us for counsel on the financing. We enlisted the help of the County of Summit, Ohio, to serve as issuer for a portion of the debt and worked closely with Laurel Lake and BB&T Capital Markets.
Through these partnerships, we helped to bring to life a master indenture financing structure involving three separate series of bonds for the tax-exempt portion of the financing and several separate taxable note issues. These included (i) a senior series of tax-exempt bonds, which was paired with an accompanying taxable portion of the financing, as an attractive investment to banks, (ii) two subordinate series of tax-exempt bonds, one fixed rate and the other adjustable rate, which were marketed to retail investors, and (iii) several series of taxable notes placed with banks.
We helped guide Laurel Lake and the County through the bond issuance process and related tax issues, holding the public hearings mandated by the Internal Revenue Service regulations, drafting the necessary bond and tax documentation and ultimately playing an important role in helping our client secure the lowest possible financing costs in reaching its goals.
$47 million restructuring and acquisition transaction for national senior living provider
We acted as bond counsel for Bethesda Associates, a Colorado based national senior living provider. This transaction contained (i) restructuring an existing $23 million tax exempt bond to take advantage of new, more advantageous repayment terms and (ii) financing the acquisition of two new assisted living facilities through a second cross–collateralized $24 million tax exempt bond. Both bonds were purchased by a single bank.
We created a new Master Trust Indenture as part of our engagement which permitted Bethesda to treat the 2014 Bonds on a parity basis and also gave it the ability to enter into new financings in the future on a parity basis with the 2014 Bonds. The bank, which owned the old bonds, offered new, advantageous loan terms to our client. However, it was critical to avoid a reissuance of the old bonds for tax purposes when implementing the changes, because public hearings would have been required under the Internal Revenue Code in Arizona, Indiana, Missouri, Texas, and two locations in Nebraska.
We worked with the bank purchaser to extend the bank holding period for the old bonds but without extending the bond maturity. We were able to lower the interest rate within IRS guidelines avoiding the reissuance. We also advised the bank relative to its written commitments to purchase the bonds in order to keep the two bond issues separate for tax purposes, as well as making sure the existing swap agreements were integrated into the new bond issue.
Counseled client, a hospital, through successful refinancing driven by 2008 market meltdown
Regional West Medical in Scotts Bluff, Nebraska, issued $45 million variable rate demand bonds in 2005 for refinancing and new money purposes, which were secured by bond insurance and a bank letter of credit. Because of the financial crisis in 2008, the bond insurer collapsed and the letter of credit bank became the owner of the bonds. In a series of five transactions over the next five years, Regional West successfully restructured its debt portfolio with our assistance as bond counsel and borrower’s counsel.
Credit was scarce during the recession, even for an investment grade rated hospital like Regional West, and the interest rates on the bonds held by the letter of credit bank were high. As credit became available with other banks, we helped Regional West with a series of bank private placements to refinance the bonds held by the letter of credit bank, and then to refinance the entire debt again with two permanent bank lenders.
We worked closely with the hospital to ensure each financing was in compliance with the existing Master Trust Indenture, to create parity among all lenders and to avoid an early termination of the existing swap agreements. We also negotiated on behalf of the hospital to meet the programmatic documents required by each lender with a special focus on making sure the documents did not conflict with each other or the Master Trust Indenture.
Alternative Delivery Providers finance capital improvements to enable better access to health care
Alternative Delivery providers (community health centers, mental health centers and critical access hospitals) provide innovative ways of delivering services to medically underserved and indigent populations, as compared to traditional delivery systems.
Finding optimal ways to deliver health care services is a challenge in any market and new approaches have been developed to care for people in rural areas, people with low-incomes, and people from various ethnic backgrounds. Our clients finance capital facilities with tax-exempt bonds, sometimes combined with federal grant monies for capital improvements, primarily to construct outpatient clinics for medical, dental and mental health services.
Critical access hospitals such as Family Health West provide short-term hospitalization and emergency care to people in rural areas so patients do not have to travel long distances to obtain basic services. Most bonds associated with these transactions are purchased by commercial banks. Our extensive experience in municipal finance bank transactions (we were ranked number six nationally in 2014 by Thompson Reuters for bank-qualified transactions) helps us create financing documents that are tailored to the business models represented by these alternative providers.
We have helped these organizations finance numerous projects across the State of Colorado, including acting as bond counsel for the issuance of $9.1 million of tax-exempt bonds for the acquisition of an acute care hospital building by Peak Vista Health Services in Colorado Springs. Our client then renovated the building into an outpatient clinic and administrative offices with part of the bond proceeds. Portions of the building were leased to allied service providers, creating greater efficiencies, but also requiring us to do a more in depth tax analysis.
Our other alternative delivery clients include Plan de Salud del Valle, Metro Community Provider Network, Aurora Mental Health, Arapahoe Douglas Mental Health Center and Family Health West, all in Colorado.
$79 million County of Hamilton, Ohio Hospital Facilities Revenue Bonds
We served as underwriter’s counsel to our client, RBC Capital Markets, in connection with the issuance of tax-exempt revenue bonds for UC Health by the County of Hamilton, Ohio. UC Health operates the 726-licensed bed University of Cincinnati Medical Center, the 188-licensed bed West Chester Hospital, the Daniel Drake Center for Post-Acute Care, which is a specialized medical and rehabilitative care hospital, and other related facilities and services.
The proceeds of the bonds were used to (a) finance the acquisition of the 835 parking garage, (b) finance the expansion, upgrade and modernization of the emergency department at University of Cincinnati Medical Center and (c) refund all of the Issuer’s outstanding Hospital Facilities Revenue Bonds, Series 2001C (University Hospital, Inc.). The bonds were secured by an obligation issued under the Master Trust Indenture.
Bond Counsel for senior living organization’s $63.7 million transaction
When Maple Knoll Communities, Inc. decided to refinance its existing debt, it requested we act as bond counsel on the financing. We worked with the Butler County Port Authority to serve as issuer of the bonds, which were issued in three separate series and a $3.1 million taxable loan.
We prepared a new Master Trust Indenture for our client and its affiliates and the Indenture of Trust (Bond Indenture) pursuant to which the Series 2013 Bonds, which included one series of public offered fixed rate bonds and two series of privately-placed variable rate bonds, were issued to refund Maple Knoll’s outstanding bonds, refinance a line of credit and refinance other debt of our client.
We assisted Maple Knoll and the Port through the bond issuance process, performed tax analysis and assisted Maple Knoll in refinancing its existing debt.
$7,280,000 Colorado Health Facilities Authority Refunding Senior Living Revenue Bonds (Eaton Senior Communities Project), Series 2014
$8,135,000 Boulder County, Colorado Revenue Bond (Boulder Mental Health Partners Project), Series 2014
$23,000,000 Colorado Health Facilities Authority Revenue Bond, Series 2014A (Bethesda Foundation Project) and $21,000,000 Colorado Health Facilities Authority Revenue Bond, Series 2014B (Bethesda Foundation Project)
$10,000,000 Hospital Authority No. 1 of Scotts Bluff County, Nebraska Revenue Bond (Regional West Medical Center Project), Series 2013
$23,161,031.72 Hospital Authority No. 1 of Scotts Bluff County, Nebraska Revenue Bond (Regional West Medical Center Project), Series 2012A
$100,000,000 County of Franklin (Nationwide Children’s Hospital Project)
$101,900,000 City of Kalamazoo Hospital Finance Authority (Bronson Healthcare Group Inc.)
$114,260,000 City of Kalamazoo Hospital Finance Authority (Bronson Methodist Hospital)
$12,000,000 Colorado Health Facilities Authority Revenue Bonds
$15,965,000 Colorado Health Facilities Authority Revenue Bond (Sunny Vista Living Center Project), Series 2010
$155,315,000 County of Gallia, Ohio (Holzer Health System Obligated Group Project)
$155,430,000 County of Butler, Ohio (Kettering Health Network Obligated Group Project)
$177,975,000 County of Montgomery, Ohio (Kettering Health Network Obligated Group)
$183,645,000 State of Ohio Hospital Facilities Revenue Bonds (Summa Health System 2010 Project)
$21,480,000 Colorado Health Facilities Authority Variable Rate Demand Revenue Bonds (Bethesda Adult Communities) Series 2008A and Series 2008B
$22,881,000 Colorado Health Facilities Authority Revenue Bonds (AlloSource Inc.) Series 2010
$23,161,031.72 Hospital Authority No. 1 of Scotts Bluff County, Nebraska Healthcare Revenue Bond (Regional West Medical Center Project) Series 2012A
$31,945,000 County of Lucas, Ohio (Lutheran Homes Society, Inc. Obligated Group Project)
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