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12596751v1 <br /> <br /> <br /> <br /> <br />Taft Stettinius & Hollister LLP <br />Chicago / Cincinnati / Cleveland / Columbus / Dayton / Delaware / Denver / Indianapolis / Minneapolis / Northern Kentucky / Phoenix <br /> <br />MEMORANDUM <br />BY EMAIL <br />TO: Chris Heineman, City of Little Canada City Administrator <br />FROM: Catherine J. Courtney <br />DATE: May 11, 2020 <br />RE: Request from Presbyterian Homes for the City to Act as Conduit Issuer <br /> <br /> <br /> <br />In 2018, the City of Little Canada 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 />in 2020 – for a project located in the City of Roseville. The City issued bonds in 2018 in the <br />amount of $11,970,000, and the proceeds were intended to be used to demolish the Langton <br />Place care center in Roseville and construct a new 50-bed care center in its place. The new care <br />center has been completed. The demolition of the old care center is currently on hold, as it is <br />being used as a temporary hospital overflow site during the pandemic. <br />Presbyterian Homes is now ready to pursue the second bond issue and phase of the <br />project. The proposed issue in 2020 would be approximately $45,000,000 to $50,000,000 for the <br />purpose of refinancing the 2018 issue and to construct a town center and adjacent 80-unit senior <br />housing facility. This expanded Langton Place campus, now known as Langton Shores, is <br />located on County Road D in Roseville. <br />The issuance of the 2020 Bonds will mean that the issuer could not issue its own bank- <br />qualified bonds (although it could still issue non-bank-qualified bonds). Roseville does not <br />expect to issue bonds for its own purposes in 2020 that it wants to designate as bank-qualified <br />and could act as the issuer. However, because Little Canada was the issuer in 2018, the <br />Borrower prefers that Little Canada act as the issuer again in 2020. Roseville is willing to give <br />host approval and allow Little Canada to act as issuer. In fact, Roseville has already adopted <br />such resolution. <br />It is my understanding that the City has not issued, and does not expect to issue, any <br />governmental or other 501(c)(3) bonds in 2020 and, therefore, it is not a concern that the <br />issuance of the 2020 Bonds would eliminate the City’s ability to designate its own governmental <br />bonds (or another 501(c)(3)’s bonds) as bank-qualified in 2020, although it could still issue <br />bonds that do not necessitate designation as bank-qualified. <br />The City will receive an issuer’s fee of ¼ of 1% of approximately $45,000,000 to <br />$50,000,000 less the $29,000 fee that the City received upon the issuance of the 2018 Bonds, for