05-13-2020 Council Packet - Laserfiche WebLink

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*Preliminary, subject to change.i SUMMARY STATEMENT This Summary Statement is subject to more complete information contained in this Official Statement. The offering of the Series 2020 Bonds to prospective purchasers is made by means of the entire Official Statement, and no person is authorized to detach this Summary Statement from the entire Official Statement or to otherwise use it without the entire Official Statement. This Official Statement is deemed to be a final official statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. This Official Statement speaks only as of its date, and the information herein is subject to change. Undefined capitalized terms used below are defined in “APPENDIX D — DEFINITIONS AND SUMMARY OF CERTAIN PRINCIPAL DOCUMENTS” or elsewhere in this Official Statement. The Issuer.........................The City of Little Canada, Minnesota (the “Issuer”) is a statutory city and political subdivision organized and existing under the laws of the State of Minnesota, and is authorized pursuant to (i) Minnesota Statutes, Chapter 462C and Sections 469.152 through 469.165, as amended (collectively, the “Act”), to issue the Series 2020 Bonds (as defined below) and (ii) a resolution of the governing body of the Issuer adopted on May 13, 2020 (the “Resolution”). The City of Roseville, Minnesota (“Host City”) granted host approval to issue the Series 2020 Bonds pursuant to a resolution adopted on April 27, 2020. See “THE ISSUER” in this Official Statement. The Borrower..................Presbyterian Homes Care Centers, Inc. (the “Borrower”) is a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) 83of the Internal Revenue Code of 1986, as amended (the “Code”), whose income is exempt from federal taxation under Section 501(a) of the Code (a “Tax-Exempt Organization”). The Borrower was formed in 1984. See “THE BORROWER” and “APPENDIX A - THE BORROWER, LANGTON SHORES AND THE LIMITED GUARANTOR” in this Official Statement. Limited Guarantor..........Presbyterian Homes and Services is a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Code and is a Tax-Exempt Organization (the “Limited Guarantor”). The Limited Guarantor will guaranty payment of debt service on the Series 2020 Bonds pursuant to the terms of the Limited Guaranty (as defined below). The Limited Guarantor was formed in 1950. See “THE LIMITED GUARANTOR,” “SECURITY FOR THE SERIES 2020 BONDS,” and “APPENDIX A - THE BORROWER, LANGTON SHORES AND THE LIMITED GUARANTOR” in this Official Statement. The Manager...................PHS Management, LLC (the “Manager”) is a Minnesota limited liability company whose sole member is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Code as a Tax-Exempt Organization (“PHHAL”). Both the Manager and PHHAL are subsidiaries of the Limited Guarantor. The Manager contracts with the Borrower under the terms of an Amended and Restated Management Services Agreement, dated as of ________ 1, 2020 (the “Management Agreement”), to provide finance, accounting, human resources, information systems, operating policies, supervision of on-site personnel, and day-to-day management. See “APPENDIX A - THE BORROWER, LANGTON SHORES AND THE LIMITED GUARANTOR - THE MANAGER” in this Official Statement. Series 2020 Bonds............The Issuer will issue its Senior Housing and Health Care Facilities Revenue Bonds (Langton Shores Project), Series 2020 (the “Series 2020 Bonds”), in the original aggregate principal amount of $_____*. The Issuer is issuing the Series 2020 Bonds pursuant to an Indenture of Trust, dated as of ________ 1, 2020 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”). See “THE SERIES 2020 BONDS” and “THE TRUSTEE” in this Official Statement.