Cleveland Clinic Health System Obligated Group - FMSbonds.com

OFFERING CIRCULARRelating to$452,340,000STATE OF OHIO HOSPITAL REVENUE BONDS, SERIES 2008A(CLEVELAND CLINIC HEALTH SYSTEM OBLIGATED GROUP)INTRODUCTORY STATEMENTThe descriptions and summaries of various documents hereinafter set forth do not purport to becomprehensive or definitive, and reference is made to each document for the complete details of all terms andconditions. All statements herein regarding any such documents are qualified in their entirety by reference to suchdocuments. This Introductory Statement is intended only to serve as a brief description of the Offering Circular andis expressly qualified by reference to the Offering Circular as a whole, as well as the documents summarized ordescribed herein (all references to this Offering Circular include the cover page and appendices). All capitalizedterms used in this Offering Circular and not otherwise defined herein have the meanings set forth in “APPENDIXC — SUMMARY OF BASIC DOCUMENTS — Definitions of Certain Terms.” For more detailed descriptions ofthe matters summarized below, see the information set forth in the specific sections of the Offering Circular notedbelow.Purpose of this Offering CircularThe purpose of this Offering Circular is to set forth certain information in connection with the offering bythe State of Ohio (the “State”), acting by and through the Ohio Higher Educational Facility Commission, a bodyboth corporate and politic and an agency or instrumentality of the State (the “Commission”), of $452,340,000aggregate principal amount of the State’s Hospital Revenue Bonds, Series 2008A (Cleveland Clinic Health SystemObligated Group) (the “Series 2008A Bonds”), to finance, fund and refinance costs of acquiring, constructing,equipping and otherwise improving hospital facilities to be leased by the State, acting by and through theCommission (in such capacity, the “Lessor”), to The Cleveland Clinic Foundation, an Ohio nonprofit corporation(the “Cleveland Clinic”), as lessee (in such capacity, the “Lessee”), under a Lease dated as of September 1, 2008 (asamended and supplemented from time to time, the “State Financing Lease”), between the Lessor and the Lessee.The Series 2008A Bonds will be issued in accordance with the laws of the State, particularly Chapter 140,Ohio Revised Code (the “Act”), and a resolution duly adopted by the Commission. The Series 2008A Bonds will beissued pursuant to and in accordance with the provisions of the Bond Indenture dated as of September 1, 2008 (asamended and supplemented from time to time, the “Bond Indenture”), between the State, acting by and through theCommission, and The Huntington National Bank, Columbus, Ohio, as bond trustee (in such capacity, the “BondTrustee”). The Series 2008A Bonds will be special obligations of the State and will be payable solely from amountspayable by the Cleveland Clinic pursuant to the State Financing Lease, certain amounts held by the Bond Trusteefrom time to time in the Special Funds created under the Bond Indenture, and amounts payable by members of thecombined financing group (each an “Obligated Issuer” and, together, the “Obligated Group”) established under theAmended and Restated Master Trust Indenture dated as of April 1, 2003, as amended and supplemented from timeto time (the “Master Trust Indenture”), between the Obligated Group and The Huntington National Bank, as mastertrustee (in such capacity, the “Master Trustee”).The Obligated Issuers; Related EntitiesWhen the Series 2008A Bonds are issued, the Cleveland Clinic, Cleveland Clinic Health System – EastRegion (“CCHS-East Region”), Fairview Hospital (“Fairview”), Lutheran Hospital (“Lutheran”) and MarymountHospital, Inc. (“Marymount”), each an Ohio nonprofit corporation, and Cleveland Clinic Florida (a nonprofitcorporation) (“Florida Clinic”), a Florida nonprofit corporation, will be the only Obligated Issuers under the MasterTrust Indenture and, as such, each Obligated Issuer will be obligated, jointly and severally, to perform all obligationsof the Obligated Group or any member thereof under the Master Trust Indenture and to pay all amounts payable onpromissory notes issued under the Master Trust Indenture from time to time (collectively, “Master Notes”). AnObligated Issuer may withdraw from the Obligated Group and be relieved of its obligations under the Master Trust1