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HomeMy WebLinkAboutExhibit CEXHIBIT C MINUTES OF AUTHORITY MEETING INCLUDING TEFRA MINUTES Miami/16438.2 Health Facilities Authority Board Meeting Miami Riverside Center 6th Floor Large Conference Room June 3, 2005 — 2:00 P.M. Health Facilities Authority Board Members: Present: Marcelino Feal, Appointed by Commissioner Tomas Regalado Present: Priscilla Moss Greenfield, Appointed by Commissioner Johnny L. Winton Present: John E. Matuska, Appointed by Commissioner Angel Gonzalez Present: Rudolph Moise, Appointed by Commissioner Jeffery L. Allen Absent: Rosie Molina, Appointed by Commissioner Joe Sanchez City Staff present: Robin Jones Jackson, Assistant City Attorney Pete Chircut, Secretary to the Health Facilities Authority (HFA) Board and Treasurer - City of Miami Linda Sharp, Secretary for HFA Meeting Guests: Lourdes A. Boue, Chief Financial Officer, Miami Jewish Home & Hospital for Aged (MJHHA) Olga Cenal, Consultant Miami Jewish Home & Hospital for Aged (MJHHA) Sanja Shank, Vice President of SunTrust Bank, South Florida Timothy J. Kiley, Managing Director SunTrust Bank, South Florida — Underwriters Sonya Little, Vice President RBC Dain Rauscher — Financial Advisor to MJHHA Thomas H. Courtney, P.A. Attorney at Law for the Firm of Patrick Fitzgerald J. Patrick Fitzgerald, P.A. Attorney at Law — Special Counsel to MJHHA Lori Smith-Lalla, Attorney at Law — Squire, Sanders & Dempsey, Bond Counsel Albert A. del Castillo, Attorney at Law -- Squire Sanders & Dempsey, Bond Counsel Marissa Wortman, Stifel Nichols & Company — Financial Advisor to HFA Gary Akers, Stifel Nichols & Company — Financial Advisor to HFA 111 Meeting called to order by Mr. Chircut, as Secretary to the Health Facilities Authority Board. Introductions were made by above referenced individuals. Mr. Chircut mentioned the need to appoint a new Chairman and suggested John E. Matuska. Ms, Jackson, asked the board members to vote. Mr. Matuska was unanimously elected by the members present. Mr. Chircut turned over the meeting to the newly elected Chair. P Let the records reflect that there was no one from the general public present at this meeting which was timely advertised in advance in the Miami Herald on May 20, 2005, w Mr. Matuska, Chairman, commenced the public hearing on the proposed 'I'EFRA requirements for the Miami Jewish Home and Hospital for the Aged refunding bonds by reading and incorporating into the minutes the following: Health Facilities Authority Board June 3, 2005 — 2:00 P.M. Page 2 of 6 CITY OF MIAMI, FLORIDA HEALTH FACILITIES AUTHORITY SCRIPT FOR TEFRA HEARING relating to MIAMI JEWISH HOME AND HOSPITAL FOR THE AGED, INC. FINANCING June 3, 2005 CHAIR: We will now conduct the public hearing on the proposed issuance of health facilities revenue refunding bonds for the purpose of refunding, on a current basis, certain outstanding obligations of the Authority, the proceeds of which were loaned to the Miami Jewish Home and Hospital for the Aged, Inc. (the "Company") to finance or refinance certain of the Company's health care facilities located in the City of Miami. This public hearing is being conducted pursuant to the requirements of the Federal Tax Equity and Fiscal Responsibility Act of 1982, as amended by the Tax Reform Act of 1986, together referred to for purposes of this hearing as "TEFRA" and embodied in Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). TEFRA requires that in order for the interest on 501(c)(3) health care revenue bonds to be exempt from federal income tax, such bonds and the projects which they will finance must be approved by either a voter referendum or by an applicable elected legislative body after a public hearing following reasonable public notice. A transcript of the testimony given at this hearing will be provided to the City Commission of the City of Miami at a regular meeting of the Commission, at which time the Commission will, for purposes of Section 147(f) of the Code, approve or disapprove the issuance of the bonds by the Authority. It should be noted that the proceedings of this public hearing are being recorded and will be maintained as a permanent record. Will the Treasurer of the City of Miami please introduce the required notice of public hearing. Health Facilities Authority Board June 3, 2005 — 2:00 P.M. Page 3 of 6 MR. CHIRCUT: The Notice of Public Hearing was published in The Miami Herald on May 20, 2005, advising that the Authority would hold a public hearing, on June 3, 2005 at 2:00 p.m., in the 6th floor large conference room of 444 S.W. 2nd Avenue, Miami, Florida, on the proposed issuance of its health facilities revenue refunding bonds. CHAIR: We will now commence the public hearing. The hearing will be conducted in the following format: First, Bond Counsel will provide a brief synopsis of the proposed financing. Second, testimony from anyone desiring to speak or submit written testimony on the proposed financing will be heard. Anyone wishing to speak or submit written testimony should give his or her name and address for the record. Will Bond Counsel please introduce the financing for consideration. BOND COUNSEL: The proposed financing consists of the issuance by the Authority of its Health Facilities Revenue Refunding Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 2005 (the "Bonds"), in the aggregate principal amount of not exceeding $25,800,000, the proceeds of which Bonds will be loaned to the Company, a Florida not -for -profit corporation that has been determined by the Internal Revenue Service to be a 501(c)(3) organization. The proceeds of the loan will be used to (i) refinance and refund, on a current basis, the Authority's (a) $15,700,000 Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc., Project), Series 1992, outstanding in the aggregate principal amount of $6,300,000 (the "Series 1992 Bonds") issued for the benefit of the Company and (b) $26,000,000 Health Facilities Revenue Bonds (Miami Jewish Home and Hospital for the Aged, Inc. Project), Series 1996, currently outstanding in the aggregate principal amount of $16,800,000 (the "Series 1996 Bonds" and, together with the Series 1992 Bonds, the "Refunded Bonds"), issued for the benefit of the Company, (ii) pay capitalized interest on the Bonds, and (iii) pay certain costs of issuance of the Bonds. Health Facilities Authority Board June 3, 2005 -- 2:00 P.M. Page 4 of 6 CHAIR: The proceeds of the Refunded Bonds were applied to finance and refinance the costs of construction, acquisition and equipping of certain capital improvements to the Company's main campus located at 5200 N.E. 2na Avenue, Miami, Florida, consisting of, among other things, an assisted living facility, a long-term health care facility for Alzheimer's and related dementia care, a nursing home, a medical center, an acute care hospital, an outpatient rehabilitation center, two short-term rehabilitative and medically -complex skilled nursing units and other related facilities, The Companyis the owner and operator of the capital improvements. to .be refinanced by the Bonds. The Bonds shall not be a general debt, liability or obligation of the State of Florida or any political subdivision thereof, including the Authority, the City of Miami, Florida and Miami -Dade County, Florida, but will be limited and special obligations of the Authority. Neither the full faith and credit nor the taxing power of the State of Florida or of any political subdivision thereof will be pledged to the payment of the principal of, redemption premium, if any, or interest on the Bonds. The Authority has no taxing power. Testimony will now be heard by anyone desiring to speak on the proposed project. Let the record reflect that Ms. Lourdes Boue, Chief Financial Officer of the Company, and Ms. Olga Cenal, Consultant to the Company, are in attendance representing the Company. Is there anyone who wishes to speak or file written testimony on this matter? CHAIR: Let the record reflect that there is no member of the general public present wishing to speak or to file written testimony. This concludes the public hearing scheduled for today. Health Facilities Authority Board June 3, 2005 — 2:00 P.M. Page 5 of 6 ▪ Albert del Castillo, Bond Counsel, gave an overview of the resolution regarding the TEFRA Hearing which will recommend (1) approval of the refunding bonds for TEFRA purposes only and (2) that the SWAP will be deemed a qualified hedge and become integrated with the refunding bonds. The SWAP will occur next week. In approximately one month from today, the financing group will come back to the HFA with the refunding bonds approving resolution which will have attached to it all the financing documents and at that point in time the refunding bonds will be approved by the Authority. Then shortly after the resolution is adopted, the refunding bonds will be issued and funded at the closing. 1 Dr. R. Moise I have three questions first question: Is there any time in the past, the Authority has approved bonds and the Commission has denied its TEFRA approval for whatever reason? Mr. Albert del Castillo responded that he was not aware of any such situation. Mr. Chircut responded that he does not think that the Commission has ever denied approval because all that they are doing is to just approve the TEFRA Hearing which we just had. The bonds themselves are approved by this HFA Board. ▪ Dr. R. Moise second question: The last time that we did this was with the Mercy Outpatient Facility. How is that coming? Ms. Jackson recommended that we defer that question to Mr. Matuska, Chair, who is CEO of Mercy Hospital. Mr. Matuska replied that it is doing very well! The money is well used in terms of serving the community, with state of the art equipment, better patient service, and all the things that you would want to see in a community like Miami. So the money was well spent. • Dr. Moise my third question: How often do we have a health facility requesting a bond? Mr. Chircut said right now we have just two (2), this facility MJHHA and Mercy Hospital. Whenever there is any bond money that they need or they want to refinance or SWAP any type of derivative they will come back to the HFA board. It could be the next two years. The last one we did is about 18 months ago. So it could be another two years. It could be another two weeks. Actually we will be asking the board members in about another month or so to approve the refunding bond issue for MJHHA. it Dr. Moise asked if the hospitals are usually private institutions? Mr. del Castillo replied that the hospitals have to be not -for -profit and they have to be a 501 (c) (3) institution. Mr. Matuska, Chair, asked for a motion to adopt the resolution. All in favor say aye any opposed no, it's unanimous. Mr. Matuska asked if there were any other items. Health Facilities Authority Board June 3, 2005 — 2:00 P.M. Page 6 of 6 el Lourdes Boue, Chief Financial Officer for the Miami Jewish Home & Hospital: I had a whole series of comments prepared here but of course Bond Counsel was much more eloquent in explaining this whole transaction than I ever could. But seriously on behalf of the Miami Jewish Home, we have been obtaining financing through this vehicle for the last twenty one (21) years. It has been a wonderful thing for us. The facilities that we have been able to actually build and create through the HFA are beautiful and of course, I am very proud of them. I would hope and invite all of you to see the facilities; I think that you would be proud as members of this wonderful group to see what the work that you do actually results in. Dr. Moise just a comment to the Management of MJHHA: I just want to thank you for having the members of my Haitian Community; you have quite a few Haitian employees and I appreciate that. Meeting adjourned at approximately 3:45 p.m.. The next meeting is scheduled for sometime during the week of July 13; a more specific date will be determined two weeks prior to the week of the 13`h. Attest: Seepersaud Chircut, Secretary