We served as Underwriter’s Counsel to our client, RBC Capital Markets (Underwriter) in connection with the issuance of tax-exempt revenue bonds for Ashland Hospital Corporation d/b/a King’s Daughters Medical Center. The medical center is a 465-licensed bed acute care hospital, with related facilities, located in the northwest region of Kentucky. In this transaction, a portion of the proceeds of the Series 2014 Bonds was used to finance the costs of the purchase of bonds previously issued for the benefit of the client (Tendered Bonds). The Tendered Bonds were obtained by the client through a successful tender process with the assistance of the Underwriter and Dinsmore pursuant to an Invitation to Tender Bonds filed with the MSRB’s electronic municipal market access system.

Other Representative Deals

$74,380,000 Michigan Finance Authority Hospital Revenue Refunding Bonds (Bronson Healthcare Group, Inc.), Series 2019A

$63,670,000 Michigan Finance Authority Hospital Revenue Bonds (Bronson Healthcare Group, Inc.), Series 2019B

$59,715,000 Michigan Finance Authority Hospital Revenue Bonds (Bronson Healthcare Group, Inc.), Series 2019C

$44,095,000 City of Middleburg Heights, Ohio Hospital Facilities Improvement and Refunding Revenue Bonds, Series 2020A (Southwest General Health Center Project) (Tax-Exempt)

$26,040,000 City of Middleburg Heights, Ohio Hospital Facilities Refunding Revenue Bonds, Series 2020B (Southwest General Health Center Project) (Federally Taxable)

$10,325,000 Lorain County Port Authority Economic Development Facilities Revenue Refunding Bonds, Series 2021A (Kendal at Oberlin)

$3,500,000 Lorain County Port Authority Economic Development Facilities Revenue Refunding Bonds, Series 2021B (Kendal at Oberlin)

$94,420,000 South Carolina Jobs-Economic Development Authority Hospital Facilities Revenue Bonds, Series 2022A (Bon Secours Mercy Health, Inc.) dated September 29, 2022

$96,355,000 Virginia Small Business Financing Authority Health Facilities Revenue Bonds, Series 2022A (Bon Secours Mercy Health, Inc.) dated September 29, 2022

$213,320,000 County of Allen, Ohio Hospital Facilities Revenue Bonds, Series 2022B (Bon Secours Mercy Health, Inc.)

$47,970,000 County of Franklin, Ohio Health Care Facilities Revenue Refunding Bonds, Series 2022 (First Community Village Obligated Group)

$59,925,000 County of Franklin, Ohio Health Care Facilities Revenue Bonds, Series 2023 (Ohio Living Communities)

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.

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.