ORDINANCE NO. ______________, SERIES 2026
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AN ORDINANCE OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT, KENTUCKY, (I) AUTHORIZING THE ISSUANCE OF ITS HEALTH SYSTEM REVENUE BONDS (NORTON HEALTHCARE, INC.), SERIES 2026 IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $750,000,000, THE PROCEEDS OF WHICH SHALL BE LOANED TO NORTON HEALTHCARE, INC.TO (A) PAY OR REIMBURSE NORTON HEALTHCARE, INC. AND NORTON HOSPITALS, INC. FOR THE COSTS OF ACQUIRING, CONSTRUCTING, RENOVATING AND EQUIPPING CERTAIN HEALTH CARE FACILITIES OF NORTON HEALTHCARE, INC. AND CERTAIN AFFILIATES, AND (B) REFINANCE CERTAIN OUTSTANDING INDEBTEDNESS, AND (II) TAKING OTHER RELATED ACTION.
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SPONSORED BY: COUNCIL MEMBER KRAMER
WHEREAS, the Louisville/Jefferson County Metro Government (the “Metro Government”) is a consolidated local government organized and validly existing under the Constitution and the laws of the Commonwealth of Kentucky (the “Commonwealth”) and as such is authorized under the Industrial Buildings and Pollution Control Facilities for Cities and Counties Act, Sections 103.200 to 103.285 of the Kentucky Revised Statutes, as amended (the “Act”), to issue its industrial building revenue bonds and loan the proceeds thereof to any person to defray the costs of acquiring, constructing, and equipping an “industrial building” (as defined in the Act), including specifically any buildings, structures and facilities, including the site thereof and machinery, equipment, and furnishings suitable for use as health care or related facilities, including without limitation, hospitals, clinics, nursing homes, research facilities, extended or long-term care facilities, including housing for the aged or the infirm and all buildings, structures, and facilities deemed necessary or useful in connection therewith, in order to accomplish thereby the public purposes of promoting the economic development of the Commonwealth and encouraging the increase of industry therein, PROVIDED THAT SUCH BONDS ARE PAYABLE SOLELY FROM THE LOAN REPAYMENTS AND OTHER REVENUES DERIVED IN RESPECT OF THE LOAN AND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE METRO GOVERNMENT, THE COMMONWEALTH OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF THE CONSTITUTION AND THE LAWS OF THE COMMONWEALTH; and
WHEREAS, the Act further authorizes the Metro Government to issue its industrial revenue bonds to provide funds for the payment of any outstanding industrial building revenue bonds previously issued under the Act; and
WHEREAS, Norton Healthcare, Inc. (the “Corporation”), a Kentucky nonprofit corporation, and/or its affiliated organizations, including Norton Hospitals, Inc. (“Hospitals”), a Kentucky nonprofit corporation, Norton Healthcare-Indiana, Inc. (“Norton-Indiana”), an Indiana nonprofit corporation, and Norton - King’s Daughters’ Health, Inc. (“NKDH”), an Indiana nonprofit corporation, provide medical services and care for the communities in which they operate hospitals and other healthcare facilities; and
WHEREAS, the Corporation has approved a plan to pay or reimburse the Corporation, Hospitals, Norton-Indiana and NKDH, as members of the Obligated Group (the “Obligated Group”), for the costs of acquiring, constructing, renovating, remodeling, improving, furnishing and equipping certain health care and related facilities of the Corporation and certain affiliates, which plan is expected to cost in the aggregate an amount not to exceed $150,000,000 and refinance certain outstanding indebtedness; and
WHEREAS, the Corporation has applied to the Metro Government for the issuance pursuant to the Act of one or more series of its Health System Revenue Bonds (Norton Healthcare, Inc.), Series 2026, in an aggregate principal amount not to exceed $750,000,000 (the “Series 2026 Bonds”), and the loan of the proceeds thereof to the Obligated Group in order to (A) pay or reimburse the Corporation for all or a portion of the costs of acquisition, construction, renovation, remodeling, improvement, furnishing and equipping health care and related properties and facilities, all to be located at the various hospitals, corporate and administrative offices, and the other medical facilities owned and/or operated by the Corporation and/or its affiliates located within Jefferson County, Kentucky (the “Project”); (B) subject to market conditions, refund, defease and/or retire, refinance, or tender for and exchange, purchase, or remarket, as applicable, all or a portion of the outstanding (i) Louisville/Jefferson County Metro Government Health System Variable Rate Revenue Bonds, Series 2011A and Series 2011B (Norton Healthcare, Inc.) (the “Series 2011 Bonds”), (ii) Louisville/Jefferson County Metro Government Health System Revenue Bonds, Series 2016A (Norton Healthcare, Inc.) (the “Series 2016A Bonds”), and (iii) Louisville/Jefferson County Metro Government Health System Revenue Bonds (Norton Healthcare, Inc.), Series 2020C (the “Series 2020C Bonds” and together with the Series 2011 Bonds and the Series 2016A Bonds, the “Prior Bonds”); (C) pay capitalized interest on the Series 2026 Bonds, if any; (D) finance any necessary reserves established for the Series 2026 Bonds; and (E) pay certain costs of issuance of the Series 2026 Bonds; and
WHEREAS, the Corporation is a party to an Amended and Restated Master Trust Indenture, dated as of September 15, 1997, as previously amended and supplemented (as amended and supplemented, and as may be further amended and restated, including by the Master Trust Indenture (Second Amended and Restated), dated as of March 1, 2020 and expected to become effective as of the issuance of the 2026 Bonds, collectively, the “Master Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Master Trustee (the “Master Trustee”); and
WHEREAS, the Master Indenture provides for the issuance by an Obligated Group Member of master obligations thereunder which shall be joint and several obligations of the Obligated Group; and
WHEREAS, the Corporation has requested of the Mayor that the sale of one or more series of the Series 2026 Bonds be made upon a negotiated basis to J.P. Morgan Securities LLC and RBC Capital Markets LLC (each, an “Underwriter” and collectively, the “Underwriters”), in their individual capacities or as leaders of a syndicate of investment banking firms, for underwriting to the public; and
WHEREAS, in order to accomplish the public purposes of promoting the economic development of the Commonwealth and encouraging the increase of industry therein, the Metro Government considers it necessary and proper to (i) authorize the issuance of the Series 2026 Bonds and the loan of the proceeds thereof to the Obligated Group to finance all or a portion of the costs of the Project and, subject to market conditions, refund, defease and/or retire, refinance, or tender for and exchange, purchase, or remarket, as applicable, any portion of the Prior Bonds, (ii) additionally authorize the loan of the proceeds of the Series 2026 Bonds to pay the costs of issuance thereof, (iii) authorize the execution and delivery of the Indentures and the Loan Agreements, hereinafter identified, and the sale of the Series 2026 Bonds as hereinafter provided, and (iv) take other related action; and
WHEREAS, the Act authorizes the governing body of an issuer to delegate to an official thereof or to establish by ordinance or resolution the method or methods for determining the initial interest rate or rates, final principal amounts, conversion privileges and actual terms and maturities of any bonds issued pursuant to the Act, subject to certain limitations; and
WHEREAS, because of dynamic conditions existing in the market in which the Series 2026 Bonds will be sold, it is not feasible to establish the initial interest rate or rates, final principal amounts, redemption and conversion privileges, whether the Series 2026 Bonds shall be issued on a tax-exempt or taxable basis, and actual terms and maturities of the Series 2026 Bonds upon passage of this ordinance; and
WHEREAS, the Legislative Council of the Louisville/Jefferson County Metro Government (the “Council”) deems it advisable to enact this ordinance and to delegate the authority to an official of the Metro Government to approve the initial interest rate or rates, final principal amounts, redemption and conversion privileges, whether the Series 2026 Bonds shall be issued on a tax-exempt or taxable basis, and actual terms and maturities of the Series 2026 Bonds in accordance with the methods, procedures and guidelines set forth in this Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE LEGISLATIVE COUNCIL OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (THE “COUNCIL”) AS FOLLOWS:
SECTION I: Public Purposes. The Council hereby finds and declares that the issuance of the Series 2026 Bonds and the loan of the proceeds thereof to the Obligated Group to finance the costs of the Project, to refund, defease and/or retire, refinance, or tender for and exchange, purchase, or remarket, as applicable, the Prior Bonds, to pay capitalized interest, if any, to pay certain costs of issuance of the Series 2026 Bonds, and to finance any necessary reserves, as herein provided, will further the public purposes of the Act by promoting the economic development of the Commonwealth and encouraging the increase of industry therein.
SECTION II: Authorization of the Series 2026 Bonds and the Project. For the purposes set forth in the preamble hereto, there is hereby authorized and directed:
A. the issuance, execution, sale, and delivery of one or more series of the Series 2026 Bonds in an aggregate principal amount not to exceed $750,000,000 to be issued on a tax-exempt basis or a taxable basis, as provided herein and in the applicable Indenture, which shall bear interest at fixed or variable rates as provided in the applicable Indenture, and shall mature and be subject to redemption at the times and in the manner set forth in the applicable Indenture and as approved as provided in Section VII hereof;
B. the loan of the proceeds of the Series 2026 Bonds to the Obligated Group to finance all or a portion of the costs of the Project, to refund, defease and/or retire, refinance, or tender for and exchange, purchase, or remarket, as applicable, all or a portion of the Prior Bonds, to pay capitalized interest, if any, to pay certain costs of issuance of the Series 2026 Bonds, and to finance any necessary reserves, as provided in the applicable Loan Agreement hereinafter identified.
SECTION III: Series 2026 Bonds are Not a Debt of the Metro Government. It is hereby found, declared, and determined that none of the Series 2026 Bonds will be general obligations of the Metro Government; that none of the Series 2026 Bonds or the interest thereon or premium, if any, shall constitute or give rise to any indebtedness of the Metro Government or any charge against its general credit or taxing power; but that the Series 2026 Bonds and the payment of principal, premium, if any, and interest thereon shall be secured and payable solely and only by a pledge of amounts to be paid by the Obligated Group under the Loan Agreements and Master Obligations issued under the Master Indenture; that no part of said costs will be payable out of any general funds, assets, properties or other contributions of the Metro Government; and that no Metro Government funds shall be expended on the Project or to refund, defease and/or retire, refinance, or tender for and exchange, purchase, or remarket, as applicable, the Prior Bonds, except as such funds are derived from Series 2026 Bond proceeds.
SECTION IV: Authorization of Indentures. The Mayor (or the Deputy Mayor) and the Metro Council Clerk are hereby authorized and directed to execute and deliver, on behalf of the Metro Government, one or more trust indentures for the Series 2026 Bonds (collectively, the “Indentures”) substantially in the form attached hereto as Exhibit A, with such changes as the Mayor (or the Deputy Mayor) shall approve, the execution thereof to constitute conclusive evidence of such approval.
SECTION V: Authorization of Loan Agreements. The Mayor (or the Deputy Mayor) and the Metro Council Clerk are hereby authorized and directed to execute, acknowledge and deliver, on behalf of the Metro Government, one or more loan agreements for the Series 2026 Bonds (collectively, the “Loan Agreements”) between the Metro Government and the Corporation, on behalf of the Obligated Group, substantially in the form attached hereto as Exhibit B, with such changes as the Mayor (or the Deputy Mayor) shall approve, the execution thereof to constitute conclusive evidence of such approval.
SECTION VI: Authorization of Bond Purchase Agreements. The Mayor (or the Deputy Mayor) is hereby authorized and directed to execute and deliver, on behalf of the Metro Government, one or more bond purchase agreements for the Series 2026 Bonds (collectively, the “Bond Purchase Agreements”), including the Letters of Representation attached thereto (collectively, the “Letters of Representation”), in substantially the form attached hereto as Exhibit C, with such changes as the Mayor (or the Deputy Mayor) shall approve, the execution thereof to constitute conclusive evidence of such approval, providing for the sale of the Series 2026 Bonds upon a negotiated basis at a price and on other terms approved by the Corporation and any Underwriter, for itself or as representative acting for and on behalf of itself and other underwriters, as may be referred to in each Bond Purchase Agreement.
SECTION VII: Authorization of Official to Approve Other Terms of the Series 2026 Bonds. The Mayor (or the Deputy Mayor) is hereby authorized to approve on behalf of the Metro Government the final principal amounts and actual terms and maturity schedule for each series of the Series 2026 Bonds, provided that (i) the final aggregate principal amount of the Series 2026 Bonds shall not exceed $750,000,000, (ii) the final maturity of each series of the Series 2026 Bonds shall not extend beyond the maximum term permitted under the Act or any other law, (iii) the interest rate or rates on each of the Series 2026 Bonds shall not exceed the maximum permitted by the laws of the Commonwealth, and (iv) the actual terms and maturity schedule for each series of the Series 2026 Bonds are approved by the Corporation and the Underwriters.
SECTION VIII: Authorization with Respect to Official Statement and Preliminary Official Statement. The preparation, use and distribution of one or more Preliminary Official Statements, if deemed necessary by the Corporation, any necessary amendments or supplements thereto, relating to the Series 2026 Bonds, in substantially the form approved by the Mayor and the Jefferson County Attorney, or an Assistant Jefferson County Attorney, are hereby authorized and approved, and the preparation, use and distribution of one or more Official Statements relating to the Series 2026 Bonds, any necessary amendments or supplements thereto, in substantially the form approved by the Mayor and the Jefferson County Attorney, or an Assistant Jefferson County Attorney, is hereby authorized and approved. The Mayor is hereby authorized and directed to execute such Official Statements on behalf of the Metro Government, the execution thereof to constitute conclusive evidence of approval thereof. The certification by the Mayor on behalf of the Metro Government of the Preliminary Official Statements as the official statements which the issuer deems final for purposes of Rule 15c2-12(b)(1) of the Securities and Exchange Commission is hereby authorized and approved.
SECTION IX: Further Acts and Deeds. The Mayor (or the Deputy Mayor) and the Metro Council Clerk and other appropriate officers, officials, and employees of the Metro Government are hereby authorized and directed to execute, acknowledge, and deliver, on behalf of the Metro Government, any and all papers, instruments, certificates, affidavits, agreements and other documents and to do and cause to be done any and all acts and things necessary or desirable for entering into and effecting this Ordinance, the Indentures, the Loan Agreements, the Bond Purchase Agreements, and the Series 2026 Bonds, including approving on behalf of the Metro Government any additional disclosure documents deemed necessary by Bond Counsel in connection with the sale of the Series 2026 Bonds, the refunding, defeasance and/or retirement, refinancing, or tendering for and exchange, purchase, or remarketing, as applicable, of the Prior Bonds, provided that neither the Metro Government nor any of its officers, officials, employees or agents incur any liability thereby.
SECTION X: Severability. The provisions of this Ordinance are severable, and if any section, phrase or provision (other than Section III) hereof shall, for any reason, be declared invalid or unenforceable, such declaration shall not affect the validity of the remainder of this Ordinance.
SECTION XI: Prior Conflicting Actions Superseded. To the extent that any ordinance, resolution, order, or part thereof is in conflict with the provisions of this Ordinance, the provisions of this Ordinance shall prevail and be given effect.
SECTION XII: Effective Date. This Ordinance shall take effect upon its passage and approval or as otherwise becoming law.
This Ordinance was given a first reading at a duly convened meeting of the Council, held on the _____ day of ______________, 2026, and given second reading and approval at a duly convened meeting of the Council held on the __________, day of _____________, 2026.
_______________________________ _____________________________
Sonya Harward Brent Ackerson
Metro Council Clerk President of the Council
________________________________ _____________________________
Craig Greenberg Approval Date
Mayor
APPROVED AS TO FORM AND LEGALITY:
Michael J. O’Connell
Jefferson County Attorney
By: ____________________________
O-174-26 Ordinance Relating to Health Systems Revenue Bonds for the Norton Healthcare System 6-05-26 (lf)
CERTIFICATION
The undersigned certifies that she is the duly appointed Metro Council Clerk of the Louisville/Jefferson County Metro Government, Kentucky, that the foregoing ordinance was duly enacted at a regular meeting of the Council held on __________, 2026, signed by the Mayor, duly filed, recorded and indexed in my office, and now in full force and effect, and that all action taken in connection with such ordinance were in compliance with the requirements of KRS 61.805 to 61.850, and that said ordinance is now in full force and effect, all as appears from the official records of said Council in my possession and under my control.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Metro Government as of the ______ day of __________, 2026.
______________________________
Sonya Harward, Metro Council Clerk
[SEAL]
Exhibit A
Form of Indenture
See attached.
Exhibit B
Form of Loan Agreement
See attached.
Exhibit C
Form of Bond Purchase Agreement
See attached.