$139,480,000. Hospital Refunding Revenue Bonds (Palmetto Health) Series 2013A

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1 NEW-ISSUE BOOK-ENTRY ONLY (See RATINGS herein) In the opinion of Jones Day, Bond Counsel to Palmetto Health, assuming compliance with certain covenants, under present law, interest on the Bonds will not be includible in the gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds will be taken into account, however, as an adjustment used in computing a corporation s alternative minimum taxable income for purposes of determining the federal alternative minimum tax imposed on certain corporations. See TAX MATTERS herein for a more detailed discussion of some of the federal income tax consequences of owning the Bonds. In the opinion of Bond Counsel, the Bonds and the interest payments thereon are exempt from all taxation in the State of South Carolina except for inheritance, estate, transfer and certain franchise taxes. $139,480,000 South Carolina Jobs-Economic Development Authority Hospital Refunding Revenue Bonds (Palmetto Health) Series 2013A Dated: Date of Delivery Due: As Shown on the Inside Cover The Hospital Refunding Revenue Bonds (Palmetto Health), Series 2013A (the Bonds ), of the South Carolina Jobs-Economic Development Authority (the Authority ) will be issued as fully registered bonds without coupons, and will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Bonds. The Bonds will be available only under the book-entry system maintained by DTC through brokers and dealers who are, or act through, DTC Participants (as defined herein). The Bonds will be available to purchasers in denominations of $5,000 and any integral multiple thereof. Purchasers will not receive bond certificates. So long as any purchaser is the beneficial owner of a Bond, such purchaser must maintain an account with a broker or a dealer who is, or acts through, a DTC Participant to receive payment of principal of, premium, if any, and interest on such Bond. See BOOK ENTRY SYSTEM herein. The Bonds will bear interest from their date of original issuance at the fixed interest rates shown on the inside front cover, payable on each February 1 and August 1, beginning February 1, The principal of, premium, if any, and interest on the Bonds is payable by U.S. Bank National Association, as bond trustee (the Bond Trustee ), to DTC, which will remit such payment in accordance with its customary procedures, as described herein. The Bonds are subject to optional, extraordinary and mandatory sinking fund redemption prior to maturity, and purchase in lieu of redemption, as described herein. See THE BONDS Redemption of Bonds herein. The Bonds are limited obligations of the Authority payable solely from and secured by (i) the obligations of Palmetto Health, a South Carolina nonprofit corporation (the Corporation ), to make payments under a Loan Agreement dated as of July 1, 2013, between the Corporation and the Authority; (ii) the Series 2013AA Master Obligation (as defined herein) which is secured by a Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement dated as of December 15, 2005, from the Corporation, as mortgagor, to U.S. Bank National Association, as master trustee (the Master Trustee ) and mortgagee, a Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of July 25, 2013, from the Corporation, as mortgagor, to the Master Trustee as mortgagee, a Leasehold Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of July 25, 2013, from the Corporation, as mortgagor, to the Master Trustee, as mortgagee and a security interest in the Pledged Assets (as defined herein) of the Members of the Obligated Group (as defined herein); and (iii) certain funds and accounts established under a Bond Trust Indenture dated as of July 1, 2013, between the Authority and the Bond Trustee (the Bond Indenture ). The Bonds do not constitute an indebtedness of the State of South Carolina (the State ) or the Authority within the meaning of any State Constitutional provision or statutory limitation (other than Article X, Section 13(9) of the State Constitution permitting indebtedness payable solely from a source of revenues derived from a revenue-producing project or from a special source which source does not include payments from any tax or license). The Bonds do not constitute nor give rise to a pecuniary liability of the State or the Authority or a charge against the general credit of the Authority or the State or the taxing powers of the State. The Authority has no taxing powers. There are risks associated with the purchase of the Bonds. For a discussion of certain of these risks, see the caption BONDHOLDERS RISKS. The Bonds are offered when, as and if issued and received by BofA Merrill Lynch (the Underwriter ), subject to prior sale, withdrawal or modification of the offer without notice and to the approval of legality of the Bonds by Jones Day, Chicago, Illinois, Bond Counsel. Certain legal matters will be passed upon for the Authority by its counsel, Howell Linkous & Nettles, LLC, Charleston, South Carolina; for the Corporation by its counsel, McNair Law Firm, P.A., Columbia, South Carolina; and for the Underwriter by its counsel, Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina. It is expected that the Bonds in definitive form will be available for delivery to the Underwriter through the facilities of DTC on or about August 13, This cover page contains certain information for ease of reference only. It does not constitute a summary of the Bonds or the security therefor. Potential investors must read this entire Official Statement, including the Appendices, to obtain information essential to the making of an informed investment decision. BofA MERRILL LYNCH August 8, 2013

2 $139,480,000 South Carolina Jobs-Economic Development Authority Hospital Refunding Revenue Bonds (Palmetto Health) Series 2013A MATURITY SCHEDULE $107,760,000 Serial Bonds Due August 1 Principal Amount Interest Rate Yield CUSIP Due August 1 Principal Amount Interest Rate Yield CUSIP 2014 $9,635, % 1.08% 83703FGV $4,915, % 3.90% 83703FHC ,575, FGW ,365, FHD ,000, FGX ,680, FHE ,140, FHM ,070, C 83703FHF ,750, FGY ,500, C 83703FHG ,020, FGZ ,715, C 83703FHH ,000, FHA ,860, FHJ ,310, FHN ,610, FHK ,615, FHB1 $31,720, % Term Bonds Due August 1, 2030, Yield 5.36%, CUSIP 83703FHL9 CUSIP numbers are included in this Official Statement for the convenience of the holders and potential holders of the Bonds. No assurance can be given that the CUSIP numbers for the Bonds will remain the same after the date of issuance and delivery of the Bonds. C Priced to August 1, 2023 call at 100%

3 REGARDING USE OF THIS OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING OF THE BONDS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (THE UNDERWRITER ) MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Official Statement does not constitute an offering of any security other than the original offering on the Bonds identified on the cover. No dealer, broker, sales representative or other person has been authorized by the Corporation, the Authority, or the Underwriter to give information or to make any representations with respect to the Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. The information in this Official Statement is subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation or the Authority since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with and as part of its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information set forth in this Official Statement under the captions INTRODUCTORY STATEMENT The Authority, THE AUTHORITY and ABSENCE OF LITIGATION AFFECTING BONDS has been obtained from the Authority. All other information herein, unless otherwise indicated, has been obtained by the Underwriter from the Corporation and other sources deemed by the Underwriter to be reliable, and is not to be construed as a representation by the Authority or the Underwriter. The Authority has not reviewed or approved any information in this Official Statement except information relating to it under the headings INTRODUCTORY STATEMENT The Authority, THE AUTHORITY and ABSENCE OF LITIGATION AFFECTING BONDS. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority or the Corporation since the date hereof (or since the date of any other information dated other than the date hereof). CUSIP numbers are included in this Official Statement for the convenience of the holders and potential holders of the Bonds. No assurance can be given that the CUSIP numbers for the Bonds will remain the same after the date of issuance and delivery of the Bonds. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THE MASTER INDENTURE NOR THE BOND INDENTURE HAS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. In making an investment decision, investors must rely upon their own examination of the terms of the offering, including the merits and risks involved. U.S. Bank National Association, as Bond Trustee and as Master Trustee, has not provided, or undertaken to determine the accuracy of, any of the information contained in this Official Statement and makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Bonds or Master Obligations, or (iii) the tax-exempt status of the interest on the Bonds.

4 Forward-Looking Statements This Official Statement contains disclosures which contain forward-looking statements. Forwardlooking statements include all statements that do not relate solely to historical or current fact, and can be identified by use of words like may, believe, will, expect, project, estimate, anticipate, plan, or continue. These forward-looking statements are based on the current plans and expectations of the Corporation and are subject to a number of known and unknown uncertainties and risks, many of which are beyond the Corporation s control, that could significantly affect current plans and expectations and the Corporation s future financial position and results of operations. These factors include, but are not limited to, (i) the highly competitive nature of the health care business, (ii) the efforts of insurers, health care providers and others to contain health care costs, (iii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (iv) changes in federal, state or local regulations affecting the health care industry, (v) the possible enactment of federal or state health care reform, (vi) the ability to attract and retain qualified management and other personnel, including affiliated physicians, nurses and medical support personnel, (vii) liabilities and other claims asserted against the Corporation, (viii) changes in accounting standards and practices, (ix) changes in general economic conditions, (x) future divestitures or acquisitions which may result in additional charges, (xi) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xii) the availability and terms of capital to fund future expansion plans of the Corporation and to provide for ongoing capital expenditure needs, (xiii) changes in business strategy or development plans, (xiv) delays in receiving payments, as has recently been the case in certain states as a result of state budget constraints, (xv) the ability to implement shared services and other initiatives and realize decreases in administrative, supply and infrastructure costs, (xvi) the outcome of pending and any future litigation, (xvii) the Corporation s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures relating to its status as a tax-exempt organization as well as its ability to comply with the requirements of the Medicare and Medicaid programs, (xviii) the ability to achieve expected levels of patient volumes and control the costs of providing services, (xix) results of reviews of its cost reports, and (xx) the Corporation s ability to comply with recently enacted legislation and/or regulations. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of the Corporation. Investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Official Statement, including Appendix A. Information provided by the Corporation for interim reporting periods should not be taken as being indicative of full year results for many of the reasons set forth above.

5 TABLE OF CONTENTS Page INTRODUCTORY STATEMENT... 1 THE AUTHORITY... 5 PLAN OF FINANCE... 6 ESTIMATED SOURCES AND USES OF FUNDS... 7 ESTIMATED ANNUAL DEBT SERVICE REQUIREMENTS... 8 HISTORICAL AND PRO FORMA DEBT SERVICE COVERAGE... 8 THE BONDS... 9 BOOK-ENTRY SYSTEM SECURITY AND SOURCE OF PAYMENT FOR THE BONDS BONDHOLDERS RISKS ABSENCE OF LITIGATION AFFECTING BONDS APPROVAL OF LEGALITY TAX MATTERS UNDERWRITING FINANCIAL ADVISOR RATINGS CONTINUING DISCLOSURE FINANCIAL STATEMENTS CERTAIN RELATIONSHIPS MISCELLANEOUS APPENDIX A CERTAIN INFORMATION CONCERNING THE CORPORATION...A-1 APPENDIX B FINANCIAL STATEMENTS OF THE CORPORATION...B-1 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE...C-1 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE BOND INDENTURE, LOAN AGREEMENT AND MORTGAGES...D-1 APPENDIX E PROPOSED FORM OF OPINION OF BOND COUNSEL...E-1 APPENDIX F PROPOSED FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT...F-1 -i-

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7 OFFICIAL STATEMENT $139,480,000 South Carolina Jobs-Economic Development Authority Hospital Refunding Revenue Bonds (Palmetto Health) Series 2013A INTRODUCTORY STATEMENT The following introductory statement is subject in all respects to the more complete information set forth in this Official Statement, including the cover page and appendices hereto (the Official Statement ). All descriptions and summaries of documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entirety by reference to each such document. Reference is made to each such document for the complete details of all terms and provisions thereof. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as in the Bond Indenture or the Master Indenture, as applicable (each defined herein). See Appendix C SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE and Appendix D SUMMARY OF CERTAIN PROVISIONS OF THE BOND INDENTURE, LOAN AGREEMENT AND MORTGAGES. Purpose The purpose of this Official Statement, including the cover page and the appendices, is to provide information in connection with the offering by the South Carolina Jobs-Economic Development Authority (the Authority ) of its $139,480,000 Hospital Refunding Revenue Bonds (Palmetto Health), Series 2013A (the Bonds ). The Bonds will be issued by the Authority pursuant to The South Carolina Jobs-Economic Development Fund Act, codified at Title 41, Chapter 43, Code of Laws of South Carolina 1976, as amended (the Act ), and a Bond Trust Indenture dated as of July 1, 2013 (the Bond Indenture ), between the Authority and U.S. Bank National Association, as bond trustee (in such capacity, the Bond Trustee ). The proceeds of the Bonds will be loaned by the Authority to Palmetto Health, a South Carolina nonprofit corporation (the Corporation ), pursuant to a Loan Agreement dated as of July 1, 2013 (the Loan Agreement ), between the Authority and the Corporation. The Loan Agreement will be secured by a Master Obligation, Series 2013AA (the 2013AA Master Obligation ), issued pursuant to the Master Trust Indenture dated as of August 1, 2003 (the Original Master Indenture ), as supplemented and amended from time to time, including particularly by Supplemental Indenture No. 23 dated as of July 1, 2013 ( Supplemental Indenture No. 23 ), between the Corporation and U.S. Bank National Association, as successor master trustee (the Master Trustee ). The Original Master Indenture, as supplemented and amended, including Supplemental Indenture No. 23, is referred to herein as the Master Indenture. The Authority The Authority, a public body corporate and politic and an agency of the State of South Carolina (the State ), created and existing under the Constitution and laws of the State with the powers, among others, set forth in the Act, is authorized to promote and develop the business and economic welfare of the State, encourage and assist through loans and similar means, in the assistance of existing business enterprises so as to provide maximum opportunities for creation and retention of jobs and improvement of the standard of living of the citizens of the State, and act in the promotion and advancement of industrial and commercial development in the State. Financing Plan The Authority will loan the proceeds of the Bonds to Palmetto Health, a South Carolina nonprofit corporation (the Corporation ), pursuant to the Loan Agreement. The proceeds of the Bonds will be used, together with other funds, to (i) refund all of the outstanding $84,950,000 South Carolina Jobs-Economic Development Authority Hospital Refunding Revenue Bonds (Palmetto Health Alliance), Series 2003A (the Series 2003A Bonds ), of which $76,715,000 is currently outstanding (the 1

8 2003A Refunded Bonds ); (ii) refund all of the outstanding $120,000,000 South Carolina Jobs-Economic Development Authority Hospital Improvement Revenue Bonds (Palmetto Health), Series 2007 (the Series 2007 Bonds ), of which $68,345,000 is currently outstanding (the 2007 Refunded Bonds and together with the 2003A Refunded Bonds, the Refunded Bonds ); and (iii) pay fees and expenses incurred in connection with the issuance of the Bonds and the refunding of the Refunded Bonds. For a more detailed description of the Corporation s plan of finance, see PLAN OF FINANCE herein. The Corporation and the Combined Group The Members of the Obligated Group are obligated to pay when due the principal of, premium, if any, and interest on each Master Obligation issued under the Master Indenture, including the 2013AA Master Obligation. Other entities may become members of the Obligated Group and Members of the Obligated Group may withdraw from the Obligated Group under certain circumstances in accordance with the procedures set forth in the Master Indenture. For more information, see APPENDIX C SUMMARY OF MASTER INDENTURE AND RELATED DOCUMENTS MASTER INDENTURE Particular Covenants of the Members Membership in Obligated Group and Withdrawal from Obligated Group. Under the terms of the Master Indenture, the Corporation may designate certain entities as Members of the Obligated Group or as Restricted Affiliates (the Members of the Obligated Group and the Restricted Affiliates are collectively referred to herein as the Combined Group ). As of the date of issuance of the Bonds, the Corporation will be the sole Member of the Obligated Group and no Restricted Affiliates will have been designated. Other Persons may become Members of the Obligated Group or Restricted Affiliates in accordance with the procedures set forth in the Master Indenture; however, the Corporation has no intention of adding Members to the Obligated Group or Restricted Affiliates in the immediately foreseeable future. See SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE The Master Indenture Entrance Into the Combined Group and Cessation of Status as a Member of the Combined Group in Appendix C hereto for a description of such procedures. Neither of the Sponsoring Organizations (as defined below) will be a Member of the Obligated Group or a Restricted Affiliate. As long as the Bonds are outstanding, the Corporation may not withdraw from the Obligated Group except pursuant to the provisions of the Master Indenture summarized in SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE The Master Indenture Consolidation, Merger, Conveyance or Transfer in Appendix C. See SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE Supplement No. 23 in Appendix C. The Corporation has been designated to act as the Obligated Group Agent under the Master Indenture and, as such, is authorized to take certain actions on behalf of any future Members of the Obligated Group pursuant to the Master Indenture. The Corporation was incorporated on December 17, 1996, as a nonprofit, non-stock, public benefit corporation under the South Carolina Nonprofit Corporation Act and received a determination from the Internal Revenue Service (the IRS ) that it is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ). On February 9, 1998, the Corporation commenced operations upon the consummation of the acquisition of substantially all of the operating assets and operations of Baptist Healthcare System of South Carolina, Inc. ( BHS ) and Richland Memorial Hospital ( RMH and, collectively with BHS, the Sponsoring Organizations ). The Corporation now controls, by ownership or long-term lease, all of the operations and operating assets of the Sponsoring Organizations. The Corporation operates the largest integrated healthcare network in the State of South Carolina, with its major facilities being two acute care hospitals in Columbia, South Carolina. In addition, the Corporation is developing a community-based satellite hospital near Columbia, South Carolina (the Parkridge Hospital ) and employs practicing physicians in that market; owns fifty percent (50%) of Baptist Easley Hospital, a nonprofit entity operating an acute-care, tertiary hospital in Easley, South Carolina; serves as a teaching hospital under an affiliation agreement with the University of South Carolina; and owns or operates numerous other facilities which permit it to offer a continuum of healthcare services including preventive, ambulatory, specialty, home care, secondary, tertiary, and hospice services. See Appendix A for a more detailed description of the Corporation, its history, organization, facilities and financial performance, and of certain affiliated corporations. See Appendix B for certain audited financial statements of the Corporation. Security for the Bonds The Bonds will be issued and secured under the Bond Indenture described above. The proceeds of the Bonds will be loaned to the Corporation pursuant to the Loan Agreement described above. The Bonds are payable 2

9 solely from amounts received by the Bond Trustee from the Corporation pursuant to the Loan Agreement and on the Series 2013AA Master Obligation (described above) and by amounts on deposit in certain funds and accounts created by the Bond Indenture. The Bonds will be limited obligations of the Authority. The obligation of the Corporation to make payments pursuant to the Loan Agreement in an amount sufficient to pay the Bonds will be secured by the Series 2013AA Master Obligation. The Series 2013AA Master Obligation will be issued on a parity with Master Obligations heretofore and hereafter issued under the Master Indenture. Master Obligations issued under the Master Indenture (including the Series 2013AA Master Obligation) are secured (i) by a Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement dated as of December 15, 2005 (the Leasehold Mortgage ), from the Corporation, as mortgagor, to the Master Trustee, as mortgagee; (ii) by a Leasehold Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of July 25, 2013 (the Parkridge Leasehold Mortgage ), from the Corporation, as mortgagor, to the Master Trustee, as mortgagee; (iii) by a Mortgage, Assignment of Leases and Rents, and Security Agreement dated as of July 25, 2013 (the Parkridge Mortgage, and together with the Leasehold Mortgage and the Parkridge Leasehold Mortgage, the Mortgages ) from the Corporation, as mortgagor, to the Master Trustee, as mortgagee; and (iv) by a security interest in Pledged Assets of the Members of the Obligated Group. The real property encumbered by the Mortgages is described below. The Corporation and any future Member of the Obligated Group (to the extent any other Members join the Obligated Group in the future) will be jointly and severally liable on all Master Obligations (including the Series 2013AA Master Obligation) issued pursuant to the Master Indenture. Pursuant to the Master Indenture, the Members of the Obligated Group (initially only the Corporation) have pledged and granted a security interest in their Pledged Assets to secure all Master Obligations issued under the Master Indenture, as further described in and limited by the Master Indenture. See SUMMARY OF CERTAIN PROVISIONS OF THE MASTER INDENTURE in Appendix C hereto. Pledged Assets means all revenues, lease payments, rentals, income, receipts, money, and other consideration derived from or in connection with the ownership, leasing or operation of the Obligated Group s Property, Plant and Equipment or from or in connection with the performance of management services, regardless of where such management services are performed, received in any period by or on behalf of a Member of the Obligated Group or in any period by or on behalf of such Member, and all rights to receive the same, whether in the form of accounts receivable, accounts, documents, contract rights, chattel paper, instruments, general intangibles, or other rights and all proceeds of the foregoing, including, but without limiting the generality of the foregoing, proceeds derived from (i) insurance, except to the extent the use thereof is otherwise specifically required by any agreement or indenture, (ii) Accounts Receivable, (iii) inventory and other tangible and intangible property, (iv) health care expense reimbursement or medical expense reimbursement for health care functions or insurance programs or agreements, (v) condemnation awards except to the extent that the use thereof is otherwise specifically required by any agreement or indenture, and (vi) contract and other rights and assets now or hereafter owned or held or possessed by or on behalf of any Member of the Obligated Group; provided, however, there shall not be included in Pledged Assets (1) the proceeds of borrowing and interest earned thereon if and to the extent such interest is required to be excluded by the terms of the borrowing; (2) revenues, income, receipts and money received by a Member of the Obligated Group as agent for and on behalf of someone other than such Member; (3) all gifts, grants, bequests, donations or contributions which are specifically designated or restricted at the time of making thereof by the donor or maker as being required to be applied for certain specified purposes which are inconsistent with the application thereof to the payments under the Master Indenture or on Master Obligations, and the income derived therefrom to the extent specifically required by such designation or restriction; (4) securities and other investments; and (5) any of the foregoing where the pledge and assignment of and grant of a security interest therein is not permitted by law or requires the consent of third parties. Accounts Receivable are included in the definition of Pledged Assets and may be sold if such sale is in accordance with the provisions of the Master Indenture. As long as a Master Obligation (including the Series 2013AA Master Obligation) is Outstanding under the Master Indenture, each Member of the Combined Group has covenanted and agreed that as of the date of each sale or pledge of its Accounts Receivable, the amount of its Accounts Receivable sold and unpaid or pledged and unpaid shall not exceed 15% of the aggregate face amount of the unpaid Accounts Receivable of the Combined Group as of such date. Any lien created under the Master Indenture on such Accounts Receivable would terminate and be immediately released upon any such sale with respect to any such Accounts Receivable so sold. See SECURITY AND SOURCE OF PAYMENT FOR THE BONDS and BONDHOLDERS RISKS Certain Matters Relating to the Security for the Bonds below. 3

10 All Master Obligations issued pursuant to the Master Indenture (including the Series 2013AA Master Obligation) are also secured by the Mortgages. Pursuant to the Leasehold Mortgage and the Parkridge Leasehold Mortgage, the Corporation has granted to the Master Trustee a leasehold mortgage on all of the Corporation s rights, title and interest with respect to the land and improvements thereon described in the Leasehold Mortgage and the Parkridge Leasehold Mortgage, which consists of two acute care hospital facilities (Palmetto Health Richland and Palmetto Health Baptist Columbia) and a portion of the land on which Parkridge Hospital is being constructed that the Corporation leases pursuant to the Baptist Columbia Lease (as defined below) and a non-exclusive right to use related parking and private access facilities (collectively, the Leasehold Mortgaged Properties ). The Corporation has entered into certain leases with RMH and Richland County and with BHS. These leases (the Richland Lease and the Baptist Columbia Lease ) require annual payments of $220,000 and $250,000 to each of BHS and RMH, respectively, subject to an annual adjustment based on the Consumer Price Index. The Richland Lease requires an additional annual fixed payment to Richland County of $1,693,000 plus certain variable payments including $150,000 for clinic and programs designated by the Richland County Council. See BONDHOLDERS RISKS Relations with Sponsoring Organizations; Leases herein. The Leasehold Mortgaged Properties are located on a portion of the land subject to the Richland Lease and a portion of the land subject to the Baptist Columbia Lease. In addition, all Master Obligations are secured by the Parkridge Mortgage. Pursuant to the Parkridge Mortgage, the Corporation has granted to the Master Trustee a mortgage on all of the Corporation s rights, title and interest with respect to the land and improvements thereon described in the Parkridge Mortgage which includes the portion of the land on which Parkridge Hospital is being constructed that is owned by the Corporation (the Parkridge Mortgaged Property and, together with the Leasehold Mortgaged Properties, the Mortgaged Properties. See FACILITIES Mortgaged Properties in Appendix A hereto. The Mortgaged Properties include the main facilities considered necessary by the Corporation to operate Palmetto Health Richland, Palmetto Health Baptist Columbia, and Parkridge Hospital. The Mortgaged Properties do not include certain other properties and facilities owned by or leased to the Corporation, such as other facilities of the Corporation subject to the Richland Lease and the Baptist Columbia Lease, the facilities of any medical office facility, facilities of affiliates and unimproved land. The Mortgaged Properties, Personal Property (see SUMMARY OF CERTAIN PROVISIONS OF THE BOND INDENTURE, LOAN AGREEMENT, AND MORTGAGES The Mortgages Granting Clauses in Appendix D hereto) and the Pledged Assets, are herein collectively referred to as the Collateral. The Collateral is subject to Allowed Encumbrances, as defined in the Mortgages, which are Permitted Liens under the Master Indenture. The Mortgages and all liens, security interests, and other encumbrances granted therein shall expire upon the date that all Master Obligations issued pursuant to the Master Indenture and other obligations under the Mortgages have been paid and fully discharged. Upon the issuance by the Authority of the Bonds and the refinancing of the Refunded Bonds, there will be approximately $642,085,185 in principal amount of Outstanding Indebtedness of the Corporation, including the Indebtedness associated with the Master Obligations outstanding under the Master Indenture, and also including a Guaranty of $1,114,007 of debt for the Parkridge Ambulatory Surgery Center and $21,892,178 for the Richland Lease, but excluding the Master Obligations issued by the Corporation under the Master Indenture to evidence certain obligations of the Corporation to Merrill Lynch Capital Services, Inc. The Series 2013AA Master Obligation and any other Outstanding Master Obligations are referred to herein as Outstanding Obligations. The Master Indenture permits the issuance of additional Master Obligations ( Additional Obligations ) on a parity with the Series 2013AA Master Obligation and those Master Obligations heretofore or hereafter issued. The Outstanding Obligations and any Additional Obligations (whether or not pledged under any bond indenture) are collectively referred to herein as Master Obligations. In the event one or more Restricted Affiliates were to be designated hereafter, no such Restricted Affiliate will become directly obligated to make payments due under the Loan Agreement or the Series 2013AA Master Obligation; however, each Restricted Affiliate will have covenanted to pay, loan or otherwise transfer to the Corporation such amounts of money as are necessary to pay principal of and premium, if any, and interest on all outstanding Master Obligations under the Master Indenture and other related payments, including such amounts of money as are necessary to enable the Corporation to make payments due under the Loan Agreement and the Series 2013AA Master Obligation. The Master Indenture further requires each Restricted Affiliate to covenant to take certain actions and to comply with certain covenants contained in the Master Indenture. See SECURITY AND 4

11 SOURCE OF PAYMENT FOR THE BONDS The Master Indenture and the Series 2013AA Master Obligation Restricted Affiliates herein. Bondholders Risks There are risks associated with the purchase of the Bonds. See the caption BONDHOLDERS RISKS herein for a discussion of certain of these risks. Continuing Disclosure The Corporation has undertaken all responsibilities for any continuing disclosure to the holders of the Bonds as described below, and the Authority shall have no liability to such holders or any other person with respect to such disclosures. In order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time ( Rule 15c2-12 ), the Corporation will enter into a Disclosure Dissemination Agent Agreement ( Disclosure Dissemination Agreement ) for the benefit of the holders of the Bonds with Digital Assurance Certification, LLC ( DAC ), under which the Corporation has designated DAC as Disclosure Dissemination Agent. The proposed form of the Disclosure Dissemination Agent Agreement is attached as Appendix F hereto. See CONTINUING DISCLOSURE below. Availability of Documents The descriptions and summaries of various documents set forth in this Official Statement do not purport to be conclusive or definitive and reference is made to each such document for the complete details of all terms and conditions thereof. Further detailed descriptions of the Master Indenture are set forth in Appendix C hereto and of the Loan Agreement, the Bond Indenture, and the Mortgages are set forth in Appendix D hereto. All references herein to the Bonds, the Series 2013AA Master Obligation, the Master Indenture, the Disclosure Dissemination Agreement, the Loan Agreement, the Bond Indenture, and the Mortgages are qualified in their entirety by such documents, copies of which may be examined, or obtained at the expense of the person requesting the same, at the principal offices of the Corporation at 1301 Taylor Street, Suite 9A, Columbia, South Carolina 29201, or at the designated corporate trust office of the Bond Trustee currently in Columbia, South Carolina. Information relating to The Depository Trust Company ( DTC ) and the book-entry only system has been furnished by DTC. THE AUTHORITY The Authority is a public body corporate and politic and an agency of the State created under and pursuant to the Act. The Authority is authorized and empowered under the Act, particularly Section thereof, to utilize any of its program funds to establish loan programs to be utilized to acquire, by construction or purchase, properties and for other purposes described in Section of the Act in order to promote and develop the business and economic welfare of the State, encourage and assist in the location of new business enterprises in the State and in rehabilitation and assistance of existing business enterprises and in the promotion of export of goods, services, commodities and capital equipment produced within the State, thus providing maximum opportunities for the creation and retention of jobs and improvement of the standard of living of the citizens of the State and in the promotion and enhancement of industrial, commercial, agricultural and recreational development in the State. The Authority is further authorized by Section of the Act to issue revenue bonds (including refunding revenue bonds) payable by the Authority solely from a revenue-producing source and secured by a pledge of said revenues in order to provide program funds for any purpose authorized by the Act. THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY (i) THE OBLIGATIONS OF THE CORPORATION TO MAKE PAYMENTS UNDER THE LOAN AGREEMENT; (ii) THE SERIES 2013AA MASTER OBLIGATION, WHICH IS SECURED BY A SECURITY INTEREST IN THE PLEDGED ASSETS OF THE MEMBERS OF THE OBLIGATED GROUP, AND (iii) CERTAIN FUNDS AND ACCOUNTS ESTABLISHED UNDER THE BOND INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY OR THE STATE WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION (OTHER THAN ARTICLE X, SECTION 13(9) OF THE STATE CONSTITUTION PERMITTING INDEBTEDNESS PAYABLE SOLELY FROM A SOURCE OF REVENUES DERIVED FROM A REVENUE-PRODUCING PROJECT OR FROM A SPECIAL SOURCE, WHICH SOURCE DOES NOT INCLUDE PAYMENTS FROM 5

12 ANY TAX OR LICENSE), AND DO NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE STATE OR THE AUTHORITY OR A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY OR THE STATE OR THE TAXING POWER OF THE STATE. THE AUTHORITY HAS NO TAXING POWERS. General PLAN OF FINANCE The Authority will loan the proceeds of the Bonds to the Corporation pursuant to the Loan Agreement. The proceeds of the Bonds will be used, together with other funds, to (i) refund all of the outstanding Refunded Bonds, and (ii) pay fees and expenses incurred in connection with the issuance of the Bonds and the refunding of the Refunded Bonds. On August 1, 2013, the outstanding Series 2007 Bonds were purchased by Merrill Lynch, Pierce, Fenner & Smith, Inc. and the Index Mode was extended to July 31, 2014 with an optional redemption date of on or after August 15, 2013 established pursuant to the Second Supplemental Bond Trust Indenture dated as of August 1, 2013 between the Corporation and U.S. Bank National Association, as Bond Trustee. Redemption of the Refunded Bonds On the date of issuance of the Bonds, a portion of the proceeds of the Bonds, in an amount sufficient, together with funds held under the prior bond indentures pursuant to which the Refunded Bonds were issued, to redeem all of the Refunded Bonds at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date for the Refunded Bonds, will be transferred to U.S. Bank National Association, as bond trustee with respect to the Refunded Bonds (the Prior Bond Trustee ). See ESTIMATED SOURCES AND USES OF FUNDS herein. The Series 2003A Refunded Bonds will be redeemed on or about September 4, 2013, and the Series 2007 Refunded Bonds will be redeemed on or about August 22, Interest Rate Swap Transactions; Outstanding Obligations The Corporation entered into certain interest rate swap transactions (the Swaps ) in connection with the Series 2007 Bonds. The Swaps will remain in effect subsequent to the refunding of the Series 2007 Bonds. To secure its obligations under the Swaps, the Corporation, as Obligated Group Representative, issued a separate Obligation pursuant to the Master Indenture for each of such swap transactions (the Swap Obligations ). See Appendix A CERTAIN INFORMATION CONCERNING THE CORPORATION INTEREST RATE SWAPS AND OTHER DERIVATIVE FINANCIAL INSTRUMENTS for a description of the Corporation s existing swap transactions (the Swap Transactions ). The Swap Obligations are equally and ratably secured with all Obligations issued under the Master Indenture, including the Related Obligations. See SECURITY FOR THE BONDS The Master Indenture Outstanding Obligations herein for a description of the debt-related Obligations that will remain Outstanding upon the issuance of the Bonds. See also Appendix A CERTAIN INFORMATION CONCERNING THE CORPORATION CAPITALIZATION. 6

13 ESTIMATED SOURCES AND USES OF FUNDS The estimated proceeds of the sale of the Bonds and certain other funds and the estimated uses of such funds are shown below. South Carolina Jobs-Economic Development Authority Hospital Refunding Revenue Bonds (Palmetto Health) Series 2013A Source of Funds: Principal Amount $139,480,000 Net Original Issue Premium 3,135,470 $142,615,470 Trustee Held Funds $ 5,729,333 Corporation Equity 178,259 $ 5,907,592 Total Sources $148,523,062 Uses of Funds: Refund 2003A Refunded Bonds $ 77,152,429 Refund 2007 Refunded Bonds 68,523,259 $145,675,688 Costs of Issuance (1) $ 1,685,452 Underwriter s Discount 1,161,922 $ 2,847,374 Total Uses $148,523,062 (1) Includes fees and expenses of legal counsel to the Authority, bond counsel, counsel to the Corporation, counsel to the Bond Trustee and Master Trustee, counsel to the Underwriter and accountants, fees of the rating agencies, costs of printing and miscellaneous expenses. 7

14 ESTIMATED ANNUAL DEBT SERVICE REQUIREMENTS The following table sets forth, for each year ending on September 30, the amounts estimated to be paid by the Corporation with respect to principal of, whether by payment at maturity or upon mandatory sinking account redemption, and interest on the Bonds and other long-term debt indebtedness of the Corporation expected to be evidenced by Obligations issued under the Master Indenture as of the date of issuance of the Bonds. See PLAN OF FINANCE herein. The estimated annual debt service requirements set forth in the following table are in part calculated based on certain assumptions of interest. The actual interest rates may vary from these assumptions and could have the effect of increasing or decreasing the actual annual debt service. The table does not include debt service on any long-term indebtedness of the Corporation that is not evidenced by Obligations. See Appendix A CERTAIN INFORMATION CONCERNING THE CORPORATION FINANCIAL INFORMATION Capitalization. Series 2013A Bonds Year Ending September 30 Principal Interest Total Debt Service Certain Other Long-Term Debt Requirements (1)(2) Aggregate Debt Service (2) 2014 $ 9,635,000 $ 6,358,721 $ 15,993,721 $ 39,033,328 $ 55,027, ,575,000 6,337,113 15,912,113 39,114,528 55,026, ,140,000 6,049,863 13,189,863 41,837,417 55,027, ,750,000 5,712,863 9,462,863 45,563,778 55,026, ,020,000 5,525,363 9,545,363 45,476,830 55,022, ,310,000 5,324,363 9,634,363 45,390,510 55,024, ,615,000 5,128,863 9,743,863 45,283,153 55,027, ,915,000 4,898,113 9,813,113 45,211,375 55,024, ,365,000 4,652,363 10,017,363 45,007,214 55,024, ,680,000 4,437,763 10,117,763 44,908,206 55,025, ,070,000 4,153,763 10,223,763 44,799,321 55,023, ,500,000 3,835,088 10,335,088 44,691,476 55,026, ,715,000 3,493,838 11,208,838 43,813,390 55,022, ,860,000 3,088,800 16,948,800 38,075,983 55,024, ,610,000 2,395,800 17,005,800 38,020,379 55,026, ,415,000 1,665,300 17,080,300 37,946,159 55,026, ,305, ,013 17,161,013 37,861,683 55,022, ,853,437 43,853, ,746,565 49,746, ,674,249 49,674, ,488,468 49,488, ,458,634 51,458, ,455,359 42,455, ,330,816 42,330, ,183,203 42,183, ,048,310 42,048, ,338,801 12,338, ,193,179 12,193, ,032,470 12,032, ,877,611 6,877,611 TOTAL (1) $139,480,000 $73,913,984 $213,393,984 $1,178,715,831 $1,392,109,815 (1) Totals in this table may not sum due to rounding. (2) Includes debt service on the Series 2005A, 2009, and 2011A fixed rate bonds bearing interest at their respective fixed interest rates. Includes debt service on the maximum amount of the Series 2010 Bonds bearing interest at 1.69% until April 1, 2016 (0.35%, the approximate five-year average of 67% of 1-month LIBOR, plus an estimated Index Rate Spread of 1.34%), and thereafter bearing interest at 4.804% (the maximum annual average fixed swap rate, plus an estimated Index Rate Spread of 1.34%). Includes debt service on the Richland County Lease and 17.49% of the Guaranty of the Parkridge Debt, bearing interest at 5.50% and 1.95%, respectively. The interest rate assumptions detailed above exceed those required by the Master Indenture. HISTORICAL AND PRO FORMA DEBT SERVICE COVERAGE The following table sets forth the Corporation s historical coverage of the maximum annual debt service requirements on all long-term indebtedness of the Corporation for the fiscal years ended September 30, 2010, 2011 and The table also sets forth the Corporation s historical coverage of the pro forma maximum annual debt service requirements for the fiscal years ended September 30, 2010, 2011 and 2012 on all long-term indebtedness of the Corporation which is expected to be outstanding upon the issuance of the Bonds. 8

15 9 Year Ending September 30, (dollars in thousands) Revenues and gains over expenses and losses 1 $ 44,180 $ 43,571 $ 32,053 Plus: Depreciation and amortization 57,906 57,243 56,106 Interest 27,772 30,132 32,398 Income Available for Debt Service $129,858 $130,946 $120,557 Historical Maximum Annual Debt Service Requirements 2 $ 40,510 $ 51,214 $ 52,679 Historical Maximum Annual Debt Service Coverage Ratio 3.21x 2.56x 2.29x Pro Forma Maximum Annual Debt Service Requirements 3 $ 55,027 $ 55,027 $ 55,027 Pro Forma Maximum Annual Debt Service Coverage Ratio 2.36x 2.38x 2.19x 1 This amount does not include amounts attributable to gain on subsidiary, net change in unrealized investment gains and losses, net change in unrealized derivative financial instruments gains and losses, swap termination costs, debt modification transaction costs or losses on extinguishment of debt. 2 Includes debt service requirements for all bond indebtedness, the Richland County Lease, 17.49% of the Guaranty of the Parkridge Debt and the Corporation s capitalized leases including the Refunded Bonds. 3 Includes debt service requirements for all bond indebtedness, the Richland County Lease, 17.49% of the Guaranty of the Parkridge Debt, and the Corporation s capitalized leases, including the Bonds but excluding the Refunded Bonds. The interest rate assumptions relating to the Guaranty of the Parkridge Debt and the Series 2010 Bonds are set forth in the footnotes of the table entitled ESTIMATED ANNUAL DEBT SERVICE REQUIREMENTS herein. If the interest rates were calculated in accordance with the Master Indenture, the estimated Pro Forma Maximum Annual Debt Service Requirements would be lower and the estimated Pro Forma Maximum Annual Debt Service Coverage Ratio would be higher. General THE BONDS Terms. The Bonds will be dated their date of initial delivery and will mature in the amounts and bear interest (based on a 360-day year of twelve 30-day months) at the rates shown on the inside front cover page of this Official Statement. Interest on the Bonds will be payable on each February 1 and August 1, beginning February 1, The Bonds are subject to redemption prior to maturity as set forth below under the caption THE BONDS Redemption of Bonds. Denominations. The Bonds are issuable in fully registered form in denominations of $5,000 or any integral multiple thereof ( Authorized Denominations ). Payment of Principal and Interest. The Bonds are being issued initially in book-entry only form, as described below under BOOK-ENTRY SYSTEM. The payment of principal of and premium, if any, and interest on the Bonds will be made in accordance with the rules and procedures of DTC or such other entity as may then be acting as securities depository with respect to the Bonds. In the event the Bonds are no longer subject to the bookentry only system, the principal of and premium, if any, on the Bonds shall be payable upon presentation and surrender thereof at the designated corporate trust office of the Bond Trustee currently in Columbia, South Carolina, or of its successor in trust. Likewise, except as described in the next paragraph, payment of interest on any Bond shall be made to the person appearing on the bond register as the registered owner thereof as of the close of business of the Bond Trustee on the fifteenth day, whether or not a business day, immediately preceding such interest payment date (each such date a Record Date ) by check mailed by the Bond Trustee to the registered owner at its address as it last appears on the bond register or at such other address as is furnished to the Bond Trustee in writing by such owner on or prior to the Record Date or, in the case of an interest payment to any owner of $1,000,000 or more in aggregate principal amount of any Bonds who so elects, by wire transfer to such wire transfer address