NOTICE OF PUBLIC HEARING
Notice: In accordance with Section 147 of the Internal Revenue Code of 1986, as amended, the West Virginia Hospital Finance Authority (the “Authority”) will hold a public hearing at 12:00 noon, Eastern Time, on Wednesday, August 26, 2020, in the second-floor conference room in the West Virginia State Treasurer’s office located at 322 70th Street, SE, Charleston, West Virginia 25304, and by teleconference, with respect to the proposed issuance by the Authority of its Hospital Refunding Revenue Bonds in the aggregate principal amount of $60,100,000 (the “Refunding Bonds”). The teleconference information is as follows: Call In # 1-800-466-8543; Enter the code 285355. Interested persons may participate in the hearing by teleconference.
The Authority will loan the proceeds of the Refunding Bonds to Herbert J. Thomas Memorial Hospital Association, a nonstock, nonprofit corporation (“Thomas”), Charleston Hospital, Inc., a nonstock, nonprofit corporation d/b/a St. Francis Hospital (“St. Francis”), and Thomas Health System, Inc., a nonstock, nonprofit corporation (the “Corporation” and, together with Thomas and St. Francis, “THS”). The Corporation is the sole member of Thomas and St. Francis. The proceeds of the Refunding Bonds will be used to pay and satisfy all the outstanding West Virginia Hospital Finance Authority Hospital Revenue Bonds (Thomas Health System, Inc.) Series 2008 (the “Series 2008 Bonds”) pursuant to a Joint Chapter 11 Plan of Reorganization in Case No. 20-20007 in the United States Bankruptcy Court for the Southern District of West Virginia. The proceeds will also be used to pay costs of issuance of the Refunding Bonds and other costs in connection with the Refunding Bonds, including a deposit to a debt service reserve fund for the Refunding Bonds. The foregoing is referred to herein as the “Plan of Finance.”
The proceeds of the Series 2008 Bonds were used by THS to finance acquisition and construction of a six-floor addition and other improvements to and equipment, including an electronic medical records system, for Thomas Memorial Hospital (“Thomas Hospital”) (together, the “Thomas Project”). Thomas Hospital, including the Thomas Project, is located at 4605 MacCorkle Avenue, SW, South Charleston, West Virginia 25309. A portion of the real property constituting Thomas Hospital is owned by the City of South Charleston, West Virginia (the “City”), and leased by the City to Thomas.
The proceeds of the Series 2008 Bonds were also used by THS to refinance a bank loan incurred for the acquisition of St. Francis and to finance miscellaneous other capital equipment and improvements at St. Francis Hospital. St. Francis Hospital, including any capital equipment and improvements financed with the proceeds of the Series 2008 Bonds, is located at 333 Laidley Street, Charleston, West Virginia 25301. Additional properties associated with the St. Francis campus include: a medical office pavilion located at 400 Court Street; a surgery center located at 500 Donnelly Street; a parking building located at 332 Laidley Street; and ground property leased to others for medical office buildings, located at 331 Laidley Street and 500 Donnelly Street; all in Charleston, West Virginia 25301.
The Refunding Bond proceeds will be loaned to THS pursuant to a loan agreement with the Authority. THS will issue to the Authority one or more promissory notes for the Refunding Bonds, evidencing THS’s obligation to pay the principal of and interest on the Refunding Bonds when due. The promissory note or notes will be joint and several obligations of the Corporation, Thomas and St. Francis and, additionally, of TMH Services, Inc. (“Services”) and THS Physician Partners, Inc. The Authority, in turn, will assign substantially all of its right, title and interest in the loan agreement and the promissory note or notes, including the security therefor, to the trustee for the Refunding Bonds (the “Bond Trustee”) as security for the Refunding Bonds. Included within the security assigned will be deed of trust liens on all the fee and leasehold real property interests owned by Thomas, St. Francis and Services.
The Refunding Bonds will be special, limited obligations of the Authority, payable from the payments under the loan agreement and the promissory note or notes described above and from funds and accounts on deposit with the Bond Trustee. The Refunding Bonds will not be general obligations of the State of West Virginia or any county, municipality or political subdivision thereof and will not constitute indebtedness or obligations of the Authority, the State of West Virginia or any county, municipality or political subdivision of the State within the meaning of any constitutional limitation or provision or a charge against the general credit or taxing powers, if any, of any of them.
Persons wishing to express their views on the proposed issuance of the Refunding Bonds and the Plan of Finance may appear at the hearing, including by teleconference, or may submit their views in writing regarding the proposed issuance of the Bonds and the Plan of Finance. Any written submissions should be sent to the West Virginia Hospital Finance Authority, 322 70th Street SE, Charleston, West Virginia 25304, Attention: Chairman, and clearly marked “Re: West Virginia Hospital Finance Authority/Thomas Health System Plan of Finance.” Written submissions should be mailed in sufficient time to be received before August 26, 2020.