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Offering Memorandum Taxable Series 2020

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Offering Memorandum Taxable Series 2020 NEW ISSUE – BOOK-ENTRY ONLY Ratings † $300,000,000 STANFORD HEALTH CARE Taxable Bonds Series 2020 Dated: Date of Issuance Due: August 15, 2030 This Offering Memorandum has been prepared to provide information in connection with the issuance of the Stanford Health Care Taxable Bonds, Series 2020 (the “Taxable Bonds”). The Taxable Bonds are general obligations of Stanford Health Care (“SHC”), and are payable from payments made by SHC under the Indenture described herein, from payments to be made by the Obligated Group on Obligation No. 41 to be issued under the Master Indenture, described herein, and from certain funds held under the Indenture. The Taxable Bonds are subject to optional redemption and mandatory purchase in lieu of redemption prior to maturity, as described herein. Interest on and gain, if any, on the sale of the Taxable Bonds are not excludable from gross income for federal, state or local income tax purposes. See “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” herein. The Taxable 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 Taxable Bonds will be made in book-entry form only. Principal, Redemption Price and Make-Whole Redemption Price of and interest on the Taxable Bonds will be payable by the Trustee for the Taxable Bonds to the registered owners, which will be Cede & Co. as long as DTC is the Securities Depository. Subsequent disbursements of principal, Redemption Price, Make-Whole Redemption Price and interest will be made by Participants in DTC to the Beneficial Owners of the Taxable Bonds. The Taxable Bonds will be issued in the denomination of $1,000 or any integral multiple thereof. Interest on the Taxable Bonds will be payable semiannually on February 15 and August 15 in each year, commencing on August 15, 2020. 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 Offering Memorandum to obtain information essential to making an informed investment decision. MATURITY DATE, PRINCIPAL AMOUNT, INTEREST RATE AND YIELD $300,000,000 3.310% Taxable Bonds due August 15, 2030 Price: 100% Yield: 3.310% CUSIP †† 85434VAB4 The Taxable Bonds are offered when, as and if received by the Underwriters, subject to prior sale and to the approval of certain legal matters for SHC by Ropes & Gray LLP, San Francisco, California, and for the Underwriters by their counsel, Norton Rose Fulbright US LLP, San Francisco, California. It is expected that the Taxable Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New York, on or about April 1, 2020. MORGAN STANLEY GOLDMAN SACHS & CO. LLC RBC CAPITAL MARKETS BARCLAYS March 25, 2020 † For an explanation of the ratings, see “RATINGS” herein. †† A registered trademark of The American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (“CGS”), managed by S&P Global Market Intelligence on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. The CUSIP number is provided for convenience of reference only. Neither SHC nor the Underwriters assume any responsibility for the accuracy of such CUSIP number. SUMMARY OF THE OFFERING Issuer Stanford Health Care Securities Offered $300,000,000 3.310% Stanford Health Care Taxable Bonds, Series 2020, due August 15, 2030 Interest Payment Dates February 15 and August 15 of each year, commencing August 15, 2020 Redemption The Taxable Bonds are subject to optional redemption prior to maturity, in whole or in part (i) prior to the Par Call Date, at the Make-Whole Redemption Price, and (ii) on or after the Par Call Date, at the Redemption Price, as further described herein. See “THE TAXABLE BONDS—Redemption” herein. Settlement Date April 1, 2020 Authorized Denominations $1,000 and any integral multiple thereof Form and Depository The Taxable Bonds will be delivered solely in book-entry form through the facilities of DTC. See “BOOK-ENTRY ONLY SYSTEM.” Use of Proceeds SHC will use proceeds of the Taxable Bonds as described in “PLAN OF FINANCE” herein. Ratings Fitch: AA S&P: AA- Moody’s: Aa3 This Offering Memorandum does not constitute an offer to sell the Taxable Bonds or the solicitation of an offer to buy, nor shall there be any sale of the Taxable 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 to give any information or to make any representation other than those contained in this Offering Memorandum in connection with the offering of the Taxable Bonds and, if given or made, that information or representation must not be relied upon. The information set forth in APPENDIX F has been furnished by DTC. All other information herein has been obtained by the Underwriters from SHC and other sources deemed by the Underwriters to be reliable, but is not to be construed as a representation by the Underwriters. The information herein is subject to change without notice, and neither the delivery of this Offering Memorandum nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of DTC or SHC. The Underwriters have provided the following sentence for inclusion in this Offering Memorandum. The Underwriters have reviewed the information in this Offering Memorandum in accordance with, and as part of, their respective responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of this information. The CUSIP number of the Taxable Bonds is included in this Offering Memorandum for the convenience of the Holders and potential Holders. No assurance can be given that the CUSIP number for the Taxable Bonds will remain the same after the date of issuance and delivery of the Taxable Bonds. IN CONNECTION WITH THE OFFERING OF THE TAXABLE BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE TAXABLE BONDS OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. _____________________________ CAUTIONARY STATEMENTS REGARDING PROJECTIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS IN THIS OFFERING MEMORANDUM _____________________________ Certain statements included or incorporated by reference in this Offering Memorandum constitute projections or estimates of future events, generally known as forward-looking statements. These statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words. Such forward-looking statements include but are not limited to certain statements under the captions “PLAN OF FINANCE” and “BONDHOLDERS’ RISKS” in the forepart of this Offering Memorandum and under the caption “SUMMARY OF FINANCIAL INFORMATION—Management’s Discussion and Analysis of Recent Financial Performance” in APPENDIX A to this Offering Memorandum. The achievement of certain results or other expectations contained in these forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performances or achievements described to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. SHC does not plan to issue any updates or revisions to those forward- looking statements if or when changes in their expectations, or events, conditions or circumstances on which these statements are based occur. The Taxable Bonds and Obligation No. 41 have not been registered with the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued in reliance on an exemption contained in Section 3(a)(4) of the Securities Act. The Taxable Bonds are not exempt from registration in every jurisdiction in the United States; some jurisdictions’ securities laws (the “blue sky laws”) may require a filing and a fee to secure the Taxable Bonds’ exemption from registration. Neither the Indenture nor the Master Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in reliance upon an exemption contained in the Trust Indenture Act. NOTICE TO INVESTORS INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES REFERENCES UNDER THIS CAPTION TO THE “ISSUER” MEAN SHC (AS DEFINED IN THIS OFFERING MEMORANDUM) AND REFERENCES TO “BONDS” OR “SECURITIES” MEAN THE TAXABLE BONDS OFFERED HEREBY. NONE OF SHC NOR THE UNDERWRITERS ASSUME ANY RESPONSIBILITY FOR THIS SECTION. MINIMUM UNIT SALES THE TAXABLE BONDS WILL TRADE AND SETTLE ON A UNIT BASIS (ONE UNIT EQUALING ONE BOND OF $1,000 PRINCIPAL AMOUNT). FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE MINIMUM PURCHASE AND TRADING AMOUNT IS 150 UNITS (BEING 150 BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF $150,000). NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA (“EEA”) THE TAXABLE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”).
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