064-22 (TaxExemptBondsForWestminsterCanterbury) RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY
OF FREDERICK, VIRGINIA ON THE ISSUANCE OF UP TO $120,000,000
OF REVENUE BONDS BY THE ECONOMIC DEVELOPMENT
AUTHORITY OF THE CITY OF WINCHESTER, VIRGINIA FOR THE
BENEFIT OF WESTMINSTER-CANTERBURY OF WINCHESTER, INC.
WHEREAS, Westminster-Canterbury of Winchester, Inc., d/b/a Shenandoah Valley
Westininster-Canterbury (the "Borrower"), a nonstock, not-for profit Virginia corporation, has
requested that the Economic Development Authority of the City of Winchester, Virginia (the
"Authority") approve the Borrower's application that requests that the Authority issue up to
$120,000,000 of its revenue bonds in one or more series at one tune or from time to time (the
"Bonds") and loan the proceeds of the Bonds to the Borrower:
(a) to finance all or a portion of an expansion project at the Borrower's facilities
(the "Facilities") located at 654 Fox Drive, Winchester, Virginia 22603 (a portion of which is
located in the County of Frederick, Virginia), including without limitation (i) the acquisition,
construction and equipping of 10 new villa buildings, including a total of approximately 97
additional independent living apartments, a community room and garage space and (u) the
acquisition, construction and equipping of a multi-story, multi-purpose professional building
(collectively, the "Project"); and
(b) to finance amounts required for reserves, capitalized inter est, working
capital and costs of issuance incurred in connection with the issuance of the Bonds (together with
(a), the "Plan of Finance");
WHEREAS, the Authority held a public hearing on May 17, 2022;
WHEREAS, Section 147(f) of the Internal Revenue Code of 1956, as amended (the
"Code"),provides that the governmental unit having jurisdiction over the issuer of private activity
bonds and over the area in which any facility financed with the proceeds of private activity bonds
is located must approve the issuance of the bonds and Section 15.2-4906 of the Industrial
Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as
amended("Act") sets forth the procedure for such approval;
WHEREAS, Section 15.2-4905 of the Act provides that if a locality has created an
industrial development authority,no industrial development authority created by a second locality
may finance a facility located in the first locality unless the governing body of such first locality
concurs with the inducement resolution adopted by the second locality;
WHEREAS, a portion of the Project is located in the County of Frederick, Virginia (the
"County") and the Board of Supervisors of the County(the"Board") constitutes the highest elected
governmental unit of the County;
WHEREAS, in accordance with Section 147(f) of the Code, the public hearing held by the
Authority was within 100 miles of the County;
WHEREAS, for purposes of Section 15.2-4906 of the Code of Virginia of 1950, as
amended (the "Virginia Code"), the Authority is issuing the Bonds on behalf of the County;
Res. No. 064-22
WHEREAS, the Authority has recommended that the Board approve the Plan of Finance
and the issuance of the Bonds; and
WHEREAS, a copy of the Authority's resolution approving the issuance of the Bonds,
subject to the terms to be agreed upon, a certificate of the public hearing and a Fiscal Impact
Statement have been filed with the Board.
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
THE COUNTY OF FREDERICK, VIRGINIA:
I. The Board hereby approves the issuance of the Bonds, in an aggregate principal
amount up to $120,000,000, by the Authority for the benefit of the Borrower, solely to the extent
required by Section 147(f) of the Code and Section 15.2-4906 of the Code of Virginia of 1950, as
amended, to pennit the Authority to assist in accomplishing the Plan of Finance.
2. The Board concurs with the resolution adopted by the Authority and approves the
issuance of the Bonds by the Authority for the benefit of the Borrower as required by Section 15.2-
4905 of the Virginia Code.
3. The approval of the issuance of the Bonds does not constitute an endorsement to a
prospective purchaser of the Bonds of the creditworthiness of the Plan of Finance or the Borrower.
In accordance with the Act, the Bonds shall not be deemed to constitute a debt or a pledge of the
faith and credit or taxing power of the Commonwealth or any political subdivision thereof,
including the Authority and the County.
4. This resolution shall take effect immediately upon its adoption.
Adopted by the Board of Supervisors of the County of Frederick, Virginia, on May 25,
2022 by the following recorded vote:
Charles S. DeHaven, Jr., Chairman Aye Blaine P. Dunn Aye
Shawn L. Graber Aye Judith McCann-Slaughter Aye
Josh E. Ludwig Aye Robert W. Wells Aye
J. Douglas McCarthy Aye
Board of Superv. rs
County of Fre rick, Virginia
[SEAL]
Res. No. 064-22
t
COUNTY of FREDERICK
Office of the County Administrator
y\gGl\'f
Tel: 540.665.6382
Fax: 540.667.0370
MEMORANDUM
To: Frederick County Board of Supervisors
From: Jay Tibbs, Deputy County Administrator
Date: May 20, 2022
Re: Request For Approval of and Concurrence in Issuance of Tax-Exempt
Bonds on behalf of Westminster-Canterbury of Winchester, Inc.
We have received communication from McGuireWoods LLP, bond counsel on
behalf of Westminster-Canterbury of Winchester, Inc., d/b/a Shenandoah Valley
Westminster-Canterbury, requesting that the Board of Supervisors consider approval of
and concurrence in a tax-exempt bond financing by the Economic Development
Authority of the City of Winchester, Virginia (the "Authority") for the benefit of the
Borrower.
The Borrower, Westminster-Canterbury of Winchester, Inc., expects to finance
all or a portion of an expansion project at their facilities located at 654 Fox Drive,
Winchester, Virginia 22603 (a portion of which is located in the County of Frederick,
Virginia).
The attached resolution does not obligate the County on the financing in any
way. The sole purpose of the resolution is to evidence the approval of the Board of
Supervisors and concurrence in the financing for purposes of Virginia and federal law.
Duane Wernecke, Chief Financial Officer of the Borrower and a representative
from McGuireWoods LLP, in its capacity as counsel to the Borrower and Bond Counsel,
will attend the Board of Supervisors meeting on May 25 and will be available to answer
any questions regarding the Project, the Community and the financing structure for the
Bonds.
107 North Kent Street 0 Winchester, Virginia 22601
McGuireWoods LLP
Fifth Third Center
201 North Tryon Street
Suite 3000
Charlotte,NC 28202-2146
Phone:704.343.2000
Fax:704.343.2300
www.mcguii-ewoods.com
Iwi I I iams@mcgu irewoods.com
Lisa Medina Williams McG U[RE WOODS Direct:704.373.8093
Partner Fax:704.444.8728728
May 18,2022
VIA E-MAIL
Board of Supervisors
County of Frederick,Virginia
107 N.Kent Street
Winchester,Virginia 22601
Attention: Jay E. Tibbs
Request for Approval of and Concurrence in Issuance of Tax-Exempt Bonds
on behalf of Westminster-Canterbury of Winchester,Inc.
Dear Mr. Tibbs:
On behalf of Westminster-Canterbury of Winchester,Inc.,d/b/a Shenandoah Valley Westminster-
Canterbury (the "Borrower"), we ask that the Board of Supervisors consider approval of and concurrence
in a tax-exempt bond financing by the Economic Development Authority of the City of Winchester,
Virginia(the "Authority")for the benefit of the Borrower.
Borrower and Community Background
The Borrower owns and operates a life plan community called "Shenandoah Valley Westminster-
Canterbury" at 300 Westminster-Canterbury Drive in the City of Winchester,Virginia(the "Community"),
which is also the Borrower's principal place of business. The Borrower is recognized as a non-profit
organization under Section 501(c)(3)of the Internal Revenue Code of 1986, as amended(the "Tax Code").
The Community's original buildings were constructed in 1985 and have been expanded and
renovated since that time. The Community consists of residential apartments, apartment homes and
cottages,licensed care areas to provide assisted living,memory care,rehabilitation and skilled nursing care,
as well as multiple common areas.
Proposed Project
The Borrower expects to finance (a) all or a portion of an expansion project at the Borrower's
facilities located at 654 Fox Drive,Winchester,Virginia 22603 (a portion of which is located in the County
of Frederick, Virginia), including without limitation (i) the acquisition, construction and equipping of 10
new villa buildings, including a total of approximately 97 additional independent living apartments, a
community room and garage space (the "Expansion Project") and (ii) the acquisition, construction and
equipping of a multi-story, multi-purpose professional building, and (b) amounts required for reserves,
capitalized interest, working capital and costs of issuance incurred in connection with the issuance of the
bonds(collectively,the Project").
McGuireWoods LLP I www.mcguirewoods.com
Atlanta I Austin I Baltimore I Charlotte I Charlottesville I Chicago Dallas I Houston I Jacksonville I London I Los Angeles-Century City
Los Angeles-Downtown I New York I Norfolk I Pittsburgh Raleigh I Richmond I San Francisco I Tysons I Washington,D.C.
At this time the Borrower plans to proceed with the first phase of the Expansion Project and will
return to the Authority to request the issuance of future bonds for the remainder of the Project.
Proposed Financing Transaction
The Borrower expects that the Project will be a"new money"transaction to finance certain capital
projects listed above, which will help the Borrower remain competitive in its market and better serve its
residents.
As part of the financing described above, the Borrower requested that the Authority issue its
revenue bonds (the "Bonds") in one or more series to finance the Project. The Authority held a public
hearing on the financing on May 17, 2022, after which the Authority adopted an inducement resolution
related to the Project. Enclosed with this letter are copies of the public hearing materials and the Authority's
inducement resolution.
Bond Financing Eli ib ility
The proposed Bonds would be "qualified 501(c)(3) bonds" under the Tax Code, which are bonds
that benefit from being able to be issued as tax-exempt. As "qualified 501(c)(3)bonds" the Bonds would
be exempt from the volume cap requirements of the Tax Code.
The proposed financing and Project are eligible for financing from the Authority under§15.2-4908
of the Code of Virginia of 1950,as amended(the "Virginia Code")because the Community would qualify
as an "authority facility" under§15.2-4902 of the Virginia Code.
Board of Supervisors Approval
We request that you place the enclosed form of resolution on the agenda for the Board of
Supervisors to consider at its May 25th meeting. The enclosed resolution does not obligate the County on
the financing in any way. The sole purpose of the enclosed resolution is to evidence the Board of
Supervisor's approval of and concurrence in the financing for purposes of Virginia and federal law.
Duane Wernecke, Chief Financial Officer of the Borrower and a representative from
McGuireWoods LLP, in its capacity as counsel to the Borrower and Bond Counsel,will attend the Board
of Supervisors meeting,and will be available to answer any questions regarding the Project,the Community
and the financing structure for the Bonds.
If you have any questions prior to the meeting, please feel free to contact me at 704-373-8093.
Thank you for your consideration.
Sincerely,
Lisa Medina Williams
Enclosures
159749515.2 -2-