| Purpose: SPECIAL BOARD MEETING - Notice is hereby given that the West Virginia Hospital Finance Authority (the Authority) will conduct a special meeting on Thursday, May 8, 2025, at 12:00 noon in Conference Room 4QV at the law offices of Bowles Rice LLP, 600 Quarrier Street, Charleston, West Virginia. Members of the public may join the meeting in person by attending at the time and place noted above or by teleconference, Toll Free dial in number 888-475-4499, Meeting ID 847 9058 3075, Password 048460. The purposes for which this meeting is being held and the agenda for the meeting will include the following items: 1 - Call to Order. 2 - The Board of the Authority (the Board) will conduct a TEFRA Hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, regarding the proposed issuance by the Authority of its Hospital Revenue Improvement Bonds (West Virginia University Health System Obligated Group) 2025 Series A, in one or more series, on a taxable or tax-exempt basis, and in an original aggregate principal amount not to exceed $550,000,000 (the Bonds), the proceeds of which will be loaned to the West Virginia United Health System, Inc. d/b/a West Virginia University Health System, a West Virginia nonprofit corporation (WVUHS), as obligated group agent (the Obligated Group Agent) on behalf of the West Virginia University Health System Obligated Group, which on the date of the issuance of the Bonds will consist of (i) WVUHS, (ii) Barnesville Hospital Association, Inc., an Ohio nonprofit corporation (Barnesville), (iii) Braxton County Memorial Hospital, Inc., a West Virginia nonprofit corporation (Braxton), (iv) Camden-Clark Memorial Hospital Corporation d/b/a Camden Clark Medical Center, a West Virginia nonprofit corporation (CCMC), (v) City Hospital, Inc. d/b/a Berkeley Medical Center, a West Virginia nonprofit corporation (Berkeley Medical), (vi) Community Health Association d/b/a Jackson General Hospital, a West Virginia nonprofit corporation (Jackson General), (vii) GRMC, Inc. d/b/a Garrett Regional Medical Center, a Maryland nonprofit corporation (GRMC), (viii) Grant Memorial Hospital, Inc., a West Virginia nonprofit corporation (Grant), (ix) Harrison Community Hospital, Inc., an Ohio nonprofit corporation (Harrison), (x) Herbert J. Thomas Memorial Hospital Association, a West Virginia nonprofit corporation (Thomas Hospitals), (xi) Potomac Valley Hospital of W. Va., Inc., a West Virginia nonprofit corporation (PVH), (xii) Princeton Community Hospital Association, Inc., a West Virginia nonprofit corporation (Princeton), (xiii) Reynolds Memorial Hospital, Inc., a West Virginia nonprofit corporation (Reynolds), (xiv) St. Josephs Hospital of Buckhannon, Inc., a West Virginia nonprofit corporation (St. Josephs), (xv) The Charles Town General Hospital d/b/a Jefferson Medical Center, a West Virginia nonprofit corporation (Jefferson Medical), (xvi) The West Virginia Health Care Cooperative, Inc. d/b/a Summersville Regional Medical Center, a West Virginia nonprofit corporation (Summersville), (xvii) Uniontown Hospital, a Pennsylvania nonprofit corporation (Uniontown), (xviii) United Hospital Center, Inc., a West Virginia nonprofit corporation (UHC), (xix) University Healthcare Foundation, Inc., a West Virginia nonprofit corporation (UHF), (xx) Weirton Medical Center, Inc., a West Virginia nonprofit corporation (Weirton), (xxi) Wheeling Hospital, Inc., a West Virginia nonprofit corporation (Wheeling), (xxii) West Virginia University Hospitals, Inc., a West Virginia nonprofit corporation (WVUH), and (xxiii) Wetzel County Hospital, Inc., a West Virginia nonprofit corporation (Wetzel), (each a Member, and collectively, the Obligated Group); and used to finance, refinance and/or reimburse, as applicable, the costs of capital expenditures of certain Members of the Obligated Group (collectively, the 2025 Projects), as further described in that Notice of Public Hearing posted on the Secretary of States and Authoritys website on April 30, 2025. 3 - The Board will conduct a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, with respect the proposed issuance of tax exempt financings in the form of a master lease from Banc of America Public Capital Corp. (BAPCC) to the Authority, and HealthNet Aeromedical Services, Inc., a West Virginia nonprofit corporation (HealthNet), and four lease schedules in an aggregate principal amount not to exceed $36,000,000 for four medically configured Airbus Model H135 helicopters and related equipment and accessories, and professional fees related thereto; two of the helicopters will be operated and used by HealthNet primarily for the benefit of West Virginia University Hospitals, Inc., One Medical Drive, Morgantown, West Virginia 26506 and will be hangered at 660 Airport Road, Buckhannon, West Virginia 26201, and 81 Airport Lane, Moundsville, West Virginia 26041; and two of the helicopters will be operated and used by HealthNet primarily for the benefit of Charleston Area Medical Center, Inc., 501 Morris Street, Charleston, West Virginia 25301, and hangered at 917 Airport Road, Millwood, West Virginia 25262 and 584 Airport Road, Lewisburg, West Virginia 24901. 4 - Reading and Approval of Minutes. 5 - Election of officers. 6 - Discussion of and possible final action upon a Resolution approving the issuance of the Bonds for the 2025 Projects as described in paragraph 2 above, as well as for the (i) refinancing of all or a portion of a taxable term loan in the original principal amount of $142,701,000 made by PNC Bank, National Association to Thomas Hospitals pursuant to a Term Loan Agreement dated as of November 1, 2024, (ii) funding capitalized interest on the Bonds, if any, (iii) funding a debt service reserve fund, if any, (iv) funding the costs of credit enhancement, if any, and (v) funding the costs of issuing the Bonds. 7 - Discussion of and possible final action upon a Resolution approving the tax-exempt lease financing described in 3 above for the purposes set forth in item 3 above. 8 - Discussion and possible approval of updated West Virginia Hospital Finance Authority Policy Manual. 9 - Discussion and possible ratification and approval of Temporary Employment Agreement. 10 - Discussion of and possible ratification and approval of or other action on the Authoritys budget for Fiscal Year 2026. 11 - Discussion of and possible action on other budgetary matters. 12 - Discussion of and possible action on job posting for Director of the Authority. 13 - Discussion of and possible action on renewal of lease of the Authoritys current offices or consideration of other locations. 14 - Discussion of and possible action on amendment to the Authoritys Legislative Rule establishing its fee schedule to increase the initial fee for refundings. 15 - Discussion of outstanding bond issues and potential bond issues of the Authority. |