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Draft: May 5, 2020
<br />*Preliminary, subject to change.
<br />PRELIMINARY OFFICIAL STATEMENT DATED _________, 2020
<br />NEW ISSUE UNRATED
<br />BOOK-ENTRY ONLY
<br />In the opinion of Taft Stettinius & Hollister LLP, Bond Counsel to the Issuer, under existing Minnesota and federal laws, regulations,
<br />rulings, and decisions in effect on the date of delivery of the Series 2020 Bonds (which excludes pending legislation which may have a
<br />retroactive effect), and assuming compliance by the Borrower with all requirements of the Internal Revenue Code of 1986, as amended,
<br />interest on the Series 2020 Bonds is not included in gross income of the owners thereof for federal income tax purposes or in taxable net
<br />income of individuals, estates or trusts for Minnesota income tax purposes, and is not an item of tax preference for purposes of the computation
<br />of federal alternative minimum tax imposed on individuals or Minnesota alternative minimum tax imposed on individuals, estates, and trusts.
<br />Interest on the Series 2020 Bonds is subject to the Minnesota franchise tax measured by income and imposed on corporations and financial
<br />institutions. No opinion will be expressed by Bond Counsel regarding other state or federal tax consequences caused by the receipt or accrual
<br />of interest on the Series 2020 Bonds or arising with respect to the ownership of the Series 2020 Bonds. See “TAX MATTERS” in this Official
<br />Statement.
<br />$_____*
<br />CITY OF LITTLE CANADA, MINNESOTA
<br />SENIOR HOUSING AND HEALTH CARE FACILITIES REVENUE BONDS
<br />(LANGTON SHORES PROJECT)
<br />SERIES 2020
<br />Dated: Date of Issuance Due Date: [May] 1, as shown on inside front cover
<br />The City of Little Canada, Minnesota (the “Issuer”) is issuing its Senior Housing and Health Care Facilities Revenue Bonds (Langton
<br />Shores Project), Series 2020 (the “Series 2020 Bonds”), in the original aggregate principal amount of $_____*. Capitalized terms used on this
<br />cover page and not defined herein shall have the meanings granted to them in APPENDIX D to this Official Statement. THE SERIES 2020
<br />BONDS AND THE INTEREST THEREON ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER AND ARE NOT A CHARGE
<br />AGAINST THE GENERAL CREDIT, ASSETS, OR TAXING POWERS OF THE ISSUER, THE STATE OF MINNESOTA, OR ANY
<br />POLITICAL SUBDIVISION THEREOF. THE SERIES 2020 BONDS ARE NOT GENERAL OR MORAL OBLIGATIONS OF THE
<br />ISSUER, THE HOST CITY, OR THE STATE OF MINNESOTA (THE “STATE”)
<br />Proceeds derived from the sale of the Series 2020 Bonds will be used, along with funds of Presbyterian Homes Care Centers, Inc., a
<br />Minnesota nonprofit corporation (the “Borrower”), to: (i) refinance the City of Little Canada, Minnesota Health Care Facilities Revenue Note
<br />(Langton Place Project), Series 2018 (the “Prior Note”) originally issued to finance the construction and equipping of a 50-bed replacement
<br />skilled nursing facility (the “2018 Project”); (ii) finance the acquisition, construction and equipping of an 83-unit independent senior rental
<br />housing facility and town center to be added onto the 2018 Project all on a common campus located at 1910 County Road D West in the City of
<br />Roseville, Minnesota (the “2020 Project,” and together with the 2018 Project, the “Project”); (iii) fund capitalized interest on the Series 2020
<br />Bonds for a period of time; (iv) fund required reserves; and (v) pay costs of issuance for the Series 2020 Bonds. See “THE PROJECT AND
<br />PLAN OF FINANCE” in this Official Statement.
<br />The Series 2020 Bonds will be issued by the Issuer pursuant to an Indenture of Trust, dated as of ________ 1, 2020 (the “Indenture”),
<br />between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), and a resolution of the City Council of the Issuer. The
<br />Series 2020 Bonds are payable from the money held for the payment thereof by the Trustee under the Indenture and a pledge of payments to be
<br />received by the Issuer pursuant to the terms of a Loan Agreement, dated as of ________ 1, 2020 (the “Loan Agreement”), between the Issuer
<br />and the Borrower. The Series 2020 Bonds will be secured by a mortgage lien on and security interest in the Project and the leases, rents and
<br />revenues of the Project. Payment of debt service on the Series 2020 Bonds will be guaranteed by Presbyterian Homes and Services, a
<br />Minnesota nonprofit corporation (the “Limited Guarantor”), as guarantor, pursuant to a Limited Guaranty Agreement, dated as of ________ 1,
<br />2020 (the “Limited Guaranty”), from the Limited Guarantor to the Trustee, subject to a limit of $4,000,000 (plus any costs of collection) and
<br />terminated upon satisfaction of certain conditions. See “SECURITY FOR THE SERIES 2020 BONDS” in this Official Statement.
<br />The Series 2020 Bonds will be issued as fully registered bonds initially registered in the name of Cede & Co. as nominee for The
<br />Depository Trust Company, New York, New York (“DTC”). Purchases of interests in the Series 2020 Bonds will be made only in book-entry
<br />form in minimum authorized denominations of $5,000 or any integral multiple of $5,000 in excess thereof. The Series 2020 Bonds are payable
<br />as to interest on [May] 1 and [November] 1, commencing ________ 1, 202_. The Series 2020 Bonds are subject to redemption and prepayment
<br />upon the terms and conditions described under “THE SERIES 2020 BONDS” in this Official Statement. See “RISK FACTORS” in this
<br />Official Statement for a discussion of certain risk factors relating to the Series 2020 Bonds.
<br />SEE THE INSIDE FRONT COVER FOR THE MATURITY SCHEDULES FOR THE SERIES 2020 BONDS.
<br />The Series 2020 Bonds are offered by Northland Securities, LLC (the “Underwriter”) when, as and if issued and subject to approval of the
<br />legality and the tax-exempt status of the Series 2020 Bonds by Taft Stettinius & Hollister LLP, Minneapolis, Minnesota, Bond Counsel to the
<br />Issuer. Certain legal matters will be passed upon by General Counsel of the Borrower and the Limited Guarantor, the approval of certain
<br />matters by Ballard Spahr LLP, Minneapolis, Minnesota, counsel to the Underwriter, and certain other conditions. It is currently expected that
<br />the delivery of the Series 2020 Bonds will be made through the facilities of DTC on or about _________, 2020.
<br />The date of this Official Statement is __________, 2020.This Preliminary Official Statement and the information contained in this Preliminary Official Statement are subject to completion or amendment. These securities may not be sold nor may offers to buy beaccepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shallthere be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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