Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
Bonds;(5) Substitution of credit or liquidity providers, or their failure to perform with respect to any Related(6) Adverse tax opinions or events affecting the tax-exempt status of Related Bonds;(7) Amendments (i) to the Master Indenture modifying the rights or security of holders of MasterNotes or rights of holders of Related Bonds or (ii) any Related Bond Indenture or Related Loan Agreementmodifying the rights or security of any Bondholders;(8) Calls for the redemption of any of the Related Bonds (other than mandatory sinking fundredemptions);(9) Full or partial defeasance of any of the Related Bonds;(10) Release, substitution or sale of property securing repayment of any of the Related Bonds; and(11) Rating changes affecting any of the Related Bonds.The Continuing Disclosure Agreement will also require the Dissemination Agent to provide, within 5Business Days of each Annual Report Date or Quarterly Report Date to each Repository, notice of its failure toprovide the Annual Report or a Quarterly Report by the Annual Report Date or the Quarterly Report Date,respectively.The types of information to be disclosed in the Annual Report may be modified in connection withsubsequent continuing disclosure certificates filed with the Dissemination Agent in the form prescribed by theMaster Continuing Disclosure Agreement, but only upon receipt by the Dissemination Agent of (i) an opinion ofnationally recognized disclosure counsel (which may also act as counsel to one or more Obligated Issuers) to theeffect that the undertaking of the Obligated Issuers pursuant to the Master Continuing Disclosure Agreement, as somodified by the subsequently filed continuing disclosure certificate, would have complied with the Rule on the dateof the first offering of Related Bonds under the Master Continuing Disclosure Agreement, taking into account anyamendment or interpretation of the Rule by the SEC or a court of competent jurisdiction following delivery of theMaster Continuing Disclosure Agreement (such an opinion hereinafter referred to as an “Approving DisclosureOpinion”), and (ii) a determination of a party unaffiliated with any Related Issuer or Obligated Person (e.g., theMaster Trustee, a Related Bond Trustee or nationally recognized municipal bond counsel or disclosure counsel) thatsuch modification will not adversely affect the Bondholders in any material respect (or otherwise providing theconsent of the requisite approving percentage of Bondholders of each series of Related Bonds to such modification).In addition, the Master Continuing Disclosure Agreement may be amended or any provision thereofwaived, upon provision to the Dissemination Agent of an Approving Disclosure Opinion with respect to suchamendment or waiver.The Master Continuing Disclosure Agreement will remain in effect as long as any Series 2008A Bonds,any other Related Bonds subject thereto or any Master Notes remain outstanding and will require the ObligatedIssuers’ Representative to provide the Annual Report and Quarterly Report for an entity as long as such entity wasan Obligated Issuer during the fiscal years to which such information and data relate. The Continuing DisclosureAgreement will be entered into for the benefit of the owners of Related Bonds, the Obligated Issuers, theDissemination Agent, the Related Bond Trustees, the Commissions of Related Bonds and any participatingunderwriters and no other persons. A default by the Obligated Issuers’ Representative or the Dissemination Agentin furnishing or forwarding required information or notices will not constitute a default or event of default under anyRelated Bond Indenture. The sole remedy for any such default is an action by a Bondholder or Related BondTrustee on behalf of the Related Bondholders. Upon a default and the request of the owners (or any Bond Trusteerepresenting Bondholders) owning not less than 25% in aggregate principal amount of all Related Bonds thenoutstanding, the Dissemination Agent shall take such actions it deems appropriate, including seeking mandamus orspecific performance by court order, to cause the Obligated Issuers’ Representative to comply with the MasterContinuing Disclosure Agreement.62
The CommissionBecause the Series 2008A Bonds are special, limited obligations, the Commission does not intend toprovide the Bond Trustee with any additional information regarding itself or the Series 2008A Bonds after the dateof issuance of the Series 2008A Bonds.MISCELLANEOUSThe references herein to the Bond Indenture, the State Financing Lease, the Base Lease, the Master TrustIndenture and other documents and materials are brief outlines of certain provisions thereof. Such outlines do notpurport to be complete and for full and complete statements of such provisions reference is made to suchinstruments and other materials, copies of which are on file at the office of The Huntington National Bank,Columbus, Ohio, 44 South High Street, Columbus Ohio 43215.The Cleveland Clinic has furnished information in this Offering Circular relating to the Cleveland Clinicand each other Obligated Issuer has furnished information in this Offering Circular relating to such Obligated Issuer.The Commission has furnished only the information included in this Offering Circular under the heading “THECOMMISSION” and under the heading “LITIGATION — The Commission.” All estimates and other statements inthis Offering Circular involving matters of opinion, whether or not expressly so stated, are intended as such and notas representations of fact. This Offering Circular is not to be construed as a contract or agreement between theCommission or the Obligated Issuers and the purchasers, holders or beneficial owners of any of the Series 2008ABonds.63
- Page 15 and 16: that the redemption is conditional
- Page 17 and 18: Use of Certain Terms in Other Secti
- Page 19 and 20: County BondsThe Cleveland Clinic an
- Page 21 and 22: The Cleveland Clinic regularly revi
- Page 23 and 24: ESTIMATED SOURCES AND USES OF FUNDS
- Page 25 and 26: DEBT SERVICE COVERAGEThe following
- Page 27 and 28: MedicareGeneralApproximately 29% of
- Page 29 and 30: there is no assurance that the Obli
- Page 31 and 32: Medicare Conditions of Participatio
- Page 33 and 34: fiscal year’s budget that are in
- Page 35 and 36: Federal Regulatory and Contractual
- Page 37 and 38: Stark-type statutes have fewer exce
- Page 39 and 40: party or for any services rendered
- Page 41 and 42: typically in a position to refer pa
- Page 43 and 44: OhioOhio Certificate of Need Progra
- Page 45 and 46: performance demonstration programs
- Page 47 and 48: manifest injustice would otherwise
- Page 49 and 50: and properties owned or operated by
- Page 51 and 52: plan of reorganization, with one ex
- Page 53 and 54: percentage may be composed wholly o
- Page 55 and 56: The Internal Revenue Service Form 9
- Page 57 and 58: Charity Care, Underinsured and Unin
- Page 59 and 60: • Proposals to eliminate the tax-
- Page 61 and 62: acting in the capacity of underwrit
- Page 63 and 64: Frederick R. Nance, Regional Managi
- Page 65: FINANCIAL POSITION — D. BALANCE S
- Page 69 and 70: APPENDIX ACLEVELAND CLINIC HEALTH S
- Page 71 and 72: TABLE OF CONTENTSPageINTRODUCTION .
- Page 73 and 74: This Appendix to the Offering Circu
- Page 75 and 76: A. ORIGINS AND FUNDAMENTAL MISSIONT
- Page 77 and 78: C. GOVERNANCE OF THE CLEVELAND CLIN
- Page 79 and 80: Voting Members of theBoard of Trust
- Page 81 and 82: Voting Members of theBoard of Trust
- Page 83 and 84: Principal Operating Officers. The d
- Page 85 and 86: In addition to the broad range of o
- Page 87 and 88: The main campus also includes a com
- Page 89 and 90: GovernanceThe Cleveland Clinic is t
- Page 91 and 92: E. UTILIZATIONThe following tables
- Page 93 and 94: Statistical Information. The follow
- Page 95 and 96: I. COLLABORATIVE PROGRAMSIn additio
- Page 97 and 98: Clinic’s charity care policy, see
- Page 99 and 100: statements filed with Digital Assur
- Page 101 and 102: CLEVELAND CLINIC HEALTH SYSTEMConso
- Page 103 and 104: OBLIGATED GROUPConsolidated Stateme
- Page 105 and 106: PART IV.MANAGEMENT’S DISCUSSION A
- Page 107 and 108: increase in minor equipment purchas
- Page 109 and 110: The following table sets forth the
- Page 111 and 112: pension plans’ funded status in t
- Page 113 and 114: of funding to the pension plan offs
- Page 115 and 116: portfolio. Offsetting the decrease
The CommissionBecause the Series 2008A Bonds are special, limited obligations, the Commission does not intend toprovide the Bond Trustee with any additional information regarding itself or the Series 2008A Bonds after the dateof issuance of the Series 2008A Bonds.MISCELLANEOUSThe references herein to the Bond Indenture, the State Financing Lease, the Base Lease, the Master TrustIndenture and other documents and materials are brief outlines of certain provisions thereof. Such outlines do notpurport to be <strong>com</strong>plete and for full and <strong>com</strong>plete statements of such provisions reference is made to suchinstruments and other materials, copies of which are on file at the office of The Huntington National Bank,Columbus, Ohio, 44 South High Street, Columbus Ohio 43215.The <strong>Cleveland</strong> <strong>Clinic</strong> has furnished information in this Offering Circular relating to the <strong>Cleveland</strong> <strong>Clinic</strong>and each other <strong>Obligated</strong> Issuer has furnished information in this Offering Circular relating to such <strong>Obligated</strong> Issuer.The Commission has furnished only the information included in this Offering Circular under the heading “THECOMMISSION” and under the heading “LITIGATION — The Commission.” All estimates and other statements inthis Offering Circular involving matters of opinion, whether or not expressly so stated, are intended as such and notas representations of fact. This Offering Circular is not to be construed as a contract or agreement between theCommission or the <strong>Obligated</strong> Issuers and the purchasers, holders or beneficial owners of any of the Series 2008ABonds.63
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