04-14-2021 Council Packet - Laserfiche WebLink

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2 outstanding, the Series 2021D Bonds cannot be accelerated upon an Event of Default. [No payments can be made by the Corporation with respect to the Series 2021D Bonds unless it is current on its payments and is in compliance with its covenants relating to the Senior Notes.]The Trustee, the Corporation, the Guarantor and the Senior Lender will enter into a Subordination and Intercreditor Agreement (the “Subordination and Intecreditor Agreement”) dated as of May 1, 2021, relating to the rights and priority of security interests of the Senior Lender and the Trustee. See “SECURITY FOR THE SERIES 2021D BONDS” herein. The Corporation The Corporation is a Minnesota nonprofit corporation and an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986. The sole member of the Corporation is Elim Care, Inc., a Minnesota nonprofit corporation, the sole member of which is Cassia, a Minnesota nonprofit corporation (“Cassia”). The Corporation currently owns and operates a skilled nursing care facility in St. Paul, Minnesota (the “St. Paul Facilities”). The Project will replace the St. Paul Facilities. See Appendix A: [“THE CORPORATION, THE PROJECT AND THE GUARANTOR.”] Loan Repayments Proceeds of the Series 2021D Bonds will be loaned to the Corporation pursuant to the Loan Agreement under which the Corporation will agree to make monthly payments (“Loan Repayments”) which, if fully and promptly paid, shall be in amounts and at times sufficient to pay when due the scheduled principal of and interest thereon. See Appendix D: “LOAN AGREEMENT.” Pursuant to the Indenture, the Issuer will pledge to the Trustee, for the benefit of the holders of the Series 2021D Bonds, all of its interest in the Loan Agreement (other than certain indemnification and expense reimbursement payments) to secure payment of the principal of, premium, if any, and interest on the Series 2021D Bonds. Security for the Series 2021D Bonds Subject to the terms of the Subordination and Intercreditor Agreement, the Series 2021D Bonds will be secured by certain amounts held by the Trustee pursuant to the Indenture, including the Reserve Fund, the Guaranty Agreement (the “Guaranty”) executed by the Guarantor, the Subordinate Mortgage and assignments of architect and construction contracts relating to the Project. The Series 2021D Bonds are limited obligations of the Issuer and do not constitute general obligations or a debt, liability, or pledge of the full faith and credit of the Issuer, the City of Maplewood, Minnesota (the “Host City”), the State of Minnesota or of any political subdivision or agency thereof. The Series 2021D Bonds are not secured by or payable from any taxes, revenues or assets of the Issuer except for the Issuer’s interest in the Loan Agreement and amounts held pursuant to the Indenture as described herein. See “SECURITY FOR THE SERIES 2021D BONDS” herein. Bondholders’ Risks Certain risks associated with an investment in the Series 2021D Bonds are discussed under “BONDHOLDERS’ RISKS” herein. Miscellaneous This Official Statement (including the appendices hereto) contains descriptions of, among other matters, the Indenture, the Loan Agreement, the Subordinate Mortgage, the Guaranty, the Corporation, the Guarantor, the Issuer, the Project and the Series 2021D Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references to documents described herein are qualified in their entirety by reference to such documents, copies of which are available for inspection at the principal corporate trust office of the Trustee. BONDHOLDERS’ RISKS AN INVESTMENT IN THE SERIES 2021D BONDS INVOLVES A SUBSTANTIAL DEGREE OF RISK. PROSPECTIVE PURCHASERS OF THE SERIES 2021D BONDS SHOULD CAREFULLY CONSIDER ALL POSSIBLE FACTORS WHICH MAY AFFECT THEIR INVESTMENT IN THE SERIES 2021D BONDS. IN ADDITION TO THE OTHER INFORMATION SET FORTH HEREIN, THE FOLLOWING LIST, WHILE NOT