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12492647v1 <br />Taft Stettinius & Hollister LLP <br />Chicago / Cincinnati / Cleveland / Columbus / Dayton / Delaware / Denver / Indianapolis / Minneapolis / Northern Kentucky / Phoenix <br />MEMORANDUM <br />BY EMAIL <br />TO: Chris Heineman, City of Little Canada City Administrator <br />FROM: Catherine J. Courtney <br />DATE: March 31, 2020 <br />RE: Request from Presbyterian Homes for the City to Act as Conduit Issuer <br />for Phase II of Langton Place <br />The City of Little Canada previously received a request from Presbyterian Homes (the <br />“Borrower”) that the City act as the conduit issuer for two bond issuances – one in 2018 and one <br />originally anticipated to be in 2019 – for a project located in the City of Roseville. In 2018, the <br />City issued the first series of bonds in a principal amount of $11,970,000 and the proceeds were <br />used to demolish the Langton Place care center in Roseville and construct a new 50-bed care <br />center in its place. Presbyterian Homes is ready to proceed with Phase II of the project, which <br />will require bonds to be issued in an amount not to exceed $50,000,000 for the purpose of <br />refinancing the 2018 issue and to construct a town center and adjacent 80-unit senior housing <br />facility. This expanded Langton Place campus is located on County Road D in Roseville. The <br />new facility will be known as Langton Shores. (The new care center has been completed and <br />residents have been moved into it. The old care center has not yet been demolished as, for the <br />time being, Presbyterian Homes is offering it as overflow space for hospitals for the current <br />health crisis.) <br />The issuance of the 2020 Bonds would mean that the issuer could not issue its own bank- <br />qualified bonds (although it could still issue non-bank-qualified bonds). As Little Canada was <br />the issuer in 2018, Presbyterian Homes prefers that it also act as the issuer for the 2020 Bonds. <br />Although Roseville does not expect to issue bonds for its own purposes in 2020 that it wants to <br />designate as bank-qualified and, therefore, could act as the conduit issuer in this transaction, it is <br />willing to give host approval and allow Little Canada to again act as issuer. <br />It is my understanding that the City has not issued any governmental or other 501(c)(3) <br />bonds in 2020 and that the City currently does not have plans to issue any such bonds in 2020, <br />although it could issue bonds that do not necessitate designation as bank-qualified. <br />In addition to the 2018 transaction, the City has acted as conduit issuer for the Borrower <br />in other transactions in the past. Most recently in 2014.