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Ascension Health Alliance NEW ISSUES – BOOK-ENTRY ONLY Ratings†: See “RATINGS” herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2016 Fixed Rate Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Series 2016 Fixed Rate Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. See “TAX MATTERS” for the opinion of Bond Counsel relating to the status of interest on the Alabama Bonds under the laws of the State of Alabama. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Series 2016 Fixed Rate Bonds. See “TAX MATTERS.” $1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C Dated: Date of Delivery Due: November 15, as shown herein The bonds described above (the “Series 2016 Fixed Rate Bonds”) consist of three separate Series and each Series is being issued as fixed rate bonds in the principal amounts, bearing interest at the rates and with the maturity dates shown on the succeeding pages. Each Series of the Series 2016 Fixed Rate Bonds are limited obligations of the related Issuer described on the succeeding pages, and are payable solely from and secured exclusively by payments, revenues and other amounts pledged under the related Bond Indenture, including payments to be made by Ascension Health Alliance (d/b/a Ascension) (“Ascension”) under the related Loan Agreement, and payments to be made by the Senior Obligated Group Members on the related Series 2016 Fixed Rate Senior Obligation to be issued by Ascension, as Senior Credit Group Representative, under the Senior Master Indenture. The Series 2016 Fixed Rate Bonds are subject to optional, extraordinary and mandatory redemption prior to maturity as described herein. The Series 2016 Fixed Rate Bonds are issuable as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Individual purchases of the Series 2016 Fixed Rate Bonds will be made in book-entry form only. Principal of and interest and premium, if any, on the Series 2016 Fixed Rate Bonds will be payable by the Bond Trustee for each Series of the Series 2016 Fixed Rate Bonds to the registered owners, which will be Cede & Co. as long as DTC is the Securities Depository. Subsequent disbursements of principal, premium, if any, and interest will be made by Participants in DTC to the Beneficial Owners of the Series 2016 Fixed Rate Bonds. The Series 2016 Fixed Rate Bonds will be issued in the denomination of $5,000 or any integral multiple thereof. Interest on the Series 2016 Fixed Rate Bonds will be payable semiannually on May 15 and November 15 in each year, commencing on November 15, 2016. THE SERIES 2016 FIXED RATE BONDS, ANY PREMIUM THEREON AND THE INTEREST THEREON, DO NOT CONSTITUTE AN INDEBTEDNESS OR AN OBLIGATION, GENERAL OR MORAL, OR A PLEDGE OF THE FULL FAITH OR A LOAN OF CREDIT OF ANY ISSUER, THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE PURVIEW OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR PROVISION. EACH ISSUER IS OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE RELATED SERIES OF SERIES 2016 FIXED RATE BONDS AND OTHER COSTS INCIDENTAL THERETO ONLY FROM THE SOURCES SPECIFIED IN THE RELATED BOND INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWERS, IF ANY, OF ANY ISSUER OR THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2016 FIXED RATE BONDS OR OTHER COSTS INCIDENTAL THERETO, EXCEPT AS OTHERWISE PROVIDED IN THE RELATED BOND INDENTURE. NO OWNER OF ANY SERIES 2016 FIXED RATE BOND SHALL HAVE THE RIGHT TO COMPEL THE TAXING POWER, IF ANY, OF ANY ISSUER, THE STATE IN WHICH SUCH ISSUER RESIDES OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2016 FIXED RATE BONDS. THE ISSUERS DO NOT HAVE THE POWER TO LEVY TAXES FOR ANY PURPOSE WHATSOEVER. This cover page contains information for general reference only. It is not intended as a summary of this transaction. Investors are advised to read the entire Official Statement to obtain information essential to making an informed investment decision. SEE MATURITY SCHEDULES HEREIN Each Series of the Series 2016 Fixed Rate Bonds is offered when, as and if issued by the respective Issuer and received by the Underwriters, subject to prior sale and to the approval of legality by the counsel described herein under the caption “APPROVAL OF LEGALITY.” It is expected that the Series 2016 Fixed Rate Bonds in definitive forms will be available for delivery through the facilities of DTC in New York, New York, on or about May 11, 2016. MORGAN STANLEY BofA MERRILL LYNCH J.P. MORGAN April 27, 2016 † For an explanation of ratings, see “RATINGS” herein. $1,180,620,000 Revenue Bonds (Ascension Senior Credit Group) Series 2016A, Series 2016B and Series 2016C MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS $1,019,750,000 Wisconsin Health and Educational Facilities Authority Revenue Bonds (Ascension Senior Credit Group) Series 2016A $563,870,000 Serial Bonds Maturity Date Principal Interest (November 15) Amount Rate Yield CUSIP† 2018 $4,090,000 3.000% 0.75% 97712DPX8 2019 4,215,000 4.000 0.89 97712DPY6 2020 4,910,000 5.000 1.03 97712DPZ3 2021 5,985,000 5.000 1.20 97712DQA7 2022 4,975,000 5.000 1.38 97712DQB5 2023 5,095,000 5.000 1.55 97712DQC3 2024 5,215,000 5.000 1.71 97712DQD1 2025 7,485,000 5.000 1.88 97712DQE9 2026 20,280,000 5.000 2.02c 97712DQF6 2027 14,550,000 5.000 2.16c 97712DQG4 2028 18,350,000 5.000 2.25c 97712DQH2 2029 18,380,000 5.000 2.32c 97712DQJ8 2030 17,295,000 5.000 2.36c 97712DQK5 2031 21,715,000 5.000 2.44c 97712DQL3 2032 21,085,000 4.000 2.85c 97712DQM1 2033 3,000,000 3.000 3.05 97712DQN9 2033 53,545,000 4.000 2.95c 97712DQS8 2034 104,800,000 4.000 3.03c 97712DQT6 2034 1,125,000 5.000 2.63c 97712DQX7 2035 55,000,000 4.000 3.09c 97712DQP4 2035 55,460,000 5.000 2.69c 97712DQU3 2036 15,000,000 3.125 3.25 97712DQQ2 2036 52,315,000 4.000 3.15c 97712DRA6 2036 50,000,000 5.000 2.75c 97712DQY5 C Price to call at par on the optional redemption date of May 15, 2026. † A registered trademark of The American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a Standard & Poor’s Financial Services LLC business. CUSIP numbers are provided for convenience of reference only. None of the Issuers, Ascension or the Underwriters assume any responsibility for the accuracy of such CUSIP numbers. $1,019,750,000 Wisconsin Health and Educational Facilities Authority Revenue Bonds (Ascension Senior Credit Group) Series 2016A $110,000,000 4.00% Term Bonds due November 15, 2039; Priced to Yield 3.24%c, CUSIP† 97712DQR0 $39,695,000 4.50% Term Bonds due November 15, 2039; Priced to Yield 3.04%c, CUSIP† 97712DQZ2 $110,000,000 5.00% Term Bonds due November 15, 2039; Priced to Yield 2.84%c, CUSIP† 97712DQV1 $196,185,000 4.00% Term Bonds due November 15, 2046; Priced to Yield 3.35%c, CUSIP† 97712DQW9 $73,075,000 Alabama Special Care Facilities Financing Authority of Birmingham Revenue Bonds (Ascension Senior Credit Group) Series 2016B $73,075,000 5.00% Term Bonds due November 15, 2046; Priced to Yield 2.98%c, CUSIP† 010399CR2 $87,795,000 Alabama Special Care Facilities Financing Authority of the City of Mobile Revenue Bonds (Ascension Senior Credit Group) Series 2016C $87,795,000 5.00% Term Bonds due November 15, 2046; Priced to Yield 2.98%c; CUSIP† 01039VAP9 C Price to call at par on the optional redemption date of May 15, 2026. † A registered trademark of The American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a Standard & Poor’s Financial Services LLC business. CUSIP numbers are provided for convenience of reference only. None of the Issuers, Ascension or the Underwriters assume any responsibility for the accuracy of such CUSIP numbers. This Official Statement does not constitute an offer to sell the Series 2016 Fixed Rate Bonds or the solicitation of an offer to buy, nor shall there be any sale of the Series 2016 Fixed Rate Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in that state or jurisdiction. No dealer, salesman or any other person has been authorized by the Issuers or any Member of the Senior Credit Group to give any information or to make any representation other than those contained in this Official Statement in connection with the offering of the Series 2016 Fixed Rate Bonds and, if given or made, that information or representation must not be relied upon.
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