05-13-2020 Council Packet - Laserfiche WebLink

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A-14 Mrs. Julie M. White 6 President/Founder of Tapestry Solutions, LLC Ms. Elona Street-Stewart (Ex-Officio, Non-Voting) Synod Executive for the Synod of Lakes and Prairies * Years of service as of 12/31/2019 Daniel Lindh is the Chief Executive Officer of PHS and his biography is included above under “THE BORROWER – Governance.” Mark Meyer is the Chief Financial Officer of PHS and his biography is included above under “THE BORROWER – Governance.” Janna Severance is the Secretary of the Board. Ms. Severance is an attorney who practices in the areas of business law, securities law and corporate finance. Ms. Severance has a Bachelor of Arts degree from Carleton College, a Master’s degree in communication disorders from the University of Minnesota and a juris doctorate from the University of Minnesota Law School. Absence of Material Litigation As of the date of this Official Statement, there is no litigation pending or, to the Limited Guarantor’s knowledge, threatened against the Limited Guarantor, except for routine non-material litigation involving employment related matters for which the Guarantor believes it has adequate insurance coverage. Other Guarantees of PHS Payment of the principal of and interest on the Series 2020 Bonds will be guaranteed, in part, by the Limited Guarantor, pursuant to the Limited Guaranty Agreement, dated as of [May] 1, 2020, by the Limited Guarantor in favor of U.S. Bank National Association, as trustee. See “SECURITY FOR THE SERIES 2020 BONDS – The Limited Guaranty of Limited Guarantor” in the front part of the Official Statement. The ability of the Limited Guarantor to meet its obligations under the Limited Guaranty will depend on the creditworthiness of the Limited Guarantor. There can be no assurance that the Limited Guarantor will maintain its financial condition and will be able to honor any future demand for payment under the Limited Guaranty and other obligations of the Limited Guarantor. See “Creditworthiness of Support Providers” under the heading “CERTAIN BONDHOLDERS’ RISKS” in the front part of the Official Statement. In addition to the Limited Guaranty, the Limited Guarantor has entered into other agreements guaranteeing the payment of the indebtedness of other affiliates (collectively, “PHS Other Guaranty Agreements”). As of January 31, 2020, the aggregate principal amount of indebtedness guaranteed by the Limited Guarantor under the PHS Other Guaranty Agreements is approximately $160 million. This amount does not include the Limited Guaranty, which will add an additional $4 million. There is no assurance that the Limited Guarantor could honor a demand for payment under the Limited Guaranty if the Limited Guarantor were required to fund demands for payments under the PHS Other Guaranty Agreements, the Limited Guaranty or under any other obligation or future guaranty of the Limited Guarantor. HAVE ANY OF THE GUARANTEES BEEN DRAWN UPON IN THE LAST 5-10 YEARS OR EVER? IF NOT LET’S STATE SUCH.] Other PHS Indebtedness The Limited Guarantor has direct long-term tax-exempt debt outstanding in the principal amount of approximately $6.3 million with a final maturity in 2027. The Limited Guarantor also has long-term debt outstanding in the principal amount of approximately $2.0 million, payable to an individual, with a final maturity of July 19, 2032. These amounts are direct obligations of the Limited Guarantor and are included in the total long term debt obligations of the Limited Guarantor and affiliates as of September 30, 2019 of $1.025 billion. In addition, the Limited Guarantor has a $10,000,000 bank line of credit available to PHS, with no outstanding principal[ NEED TO ADD TERM AND INTEREST RATE CALCULATION FOR THE PHS LINE OF CREDIT]. The Borrower is not obligated for the repayment of this Limited Guarantor debt.