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HomeMy WebLinkAbout066-25 (EDABondAmendmentsTheVillageAtOrchardRidge) BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA RESOLUTION CONCURRING WITH AN EDA BOND MODIFICATION FOR THE VILLAGE AT ORCHARD RIDGE June 11, 2025 A. The Economic Development Authority of the County of Frederick, Virginia (the "Authority") has considered the application of The Village at Orchard Ridge, Inc., a Virginia nonstock corporation (the "Borrower"), requesting the Authority enter into modifications of its Residential Care Facility Revenue Bonds (The Village at Orchard Ridge, Inc.), Series 2011 (the "2011 Bonds") originally issued in an amount of$82,000,000 and its Residential Care Facility Revenue Bonds (The Village at Orchard Ridge, Inc.), Series 2014 (the "2014 Bonds" and together with the 2011 Bonds,the"Bonds"), originally issued in an amount of$67,835,000. The Authority loaned the proceeds of the Bonds to the Borrower. B. The Borrower used the proceeds of the 2011 Bonds for the following purposes (collectively the "2011 Plan of Finance"): financing (i) capital improvements at the Borrower's facilities located at 400 Clocktower Ridge Drive,Winchester,Virginia 22602 in Frederick County, known as The Village at Orchard Ridge (the "Facilities") consisting of independent living residences, independent living rental units, assisted-living-residences and skilled nursing beds, (ii) a debt service reserve fund, (iii) capitalized interest and (iv) the costs of issuing the 2011 Bonds and other eligible expenditures. C. The Borrower used the proceeds of the 2014 Bonds for the following purposes (collectively the "2014 Plan of Finance" and together with the 2011 Plan of Finance, the "Plan of Finance"): financing (i) capital improvements at the Facilities, consisting primarily of (1) the construction and equipping of a four story building, which houses independent living units, (2)the construction and equipping of a three story building, which houses independent living units, (3) the construction and equipping of a one story building, which houses skilled nursing units, (4)the expansion of the dining facilities, and (5) the expansion of the wellness center, (ii) a debt service reserve fund,(iii)capitalized interest and(iv)the costs of issuing the 2014 Bonds and other eligible expenditures. D. The Authority held a public hearing on the Borrower's application on June 5, 2025, as required by Section 147(f)of the Internal Revenue Code of 1986, as amended(the "Code"), and Section 15.2-4906 of the Code of Virginia of 1950, as amended (the "Virginia Code"). Section 147(f) of the Code also 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. E. The Authority issues its bonds on behalf of the County of Frederick, Virginia (the "County"); the Project is located in the County; and the Board of Supervisors of the County of Frederick, Virginia(the "Board") constitutes the highest elected governmental unit of the County. F. The Authority has recommended that the Board approve the modifications of the Bonds. F. A copy of the Authority's resolution approving the modifications of the Bonds and a certificate of the public hearing have been filed with the Board. NOW,THEREFORE,IT IS RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA: I. The Board approves the modifications of the Bonds by the Authority for the benefit of the Borrower, as required by Section 147(f) of the Code and Section 15.2-4906 of the Virginia Code to permit the Authority to assist the Borrower in financing the Project. 2. The approval of the modifications of the Bonds does not constitute an endorsement to a prospective purchaser of the Bonds of the creditworthiness of the Project or the Borrower. 3. This resolution shall take effect immediately upon its adoption. Adopted by the Board of Supervisors of the County of Frederick, Virginia, this June 11, 2025, on the following recorded vote: Josh E. Ludwig, Chairman Aye John F. Jewell Aye Heather H. Lockridge Aye Robert W. Wells Aye Blaine P. Dunn Aye Judith McCann-Slaughter Aye Robert T. Liero Aye A COPY ATTEST: Michael Bollhoefer Clerk, Board of S,zpervisors County of Fredfick, Virginia No. 066-25 T. McGuireWoods McGuay Plaza s LLP Dec Bruno Gateway Plaza Direct:804.775.1853 800 East Canal Street tbruno@mcguirewoods.com Richmond,VA 23219-3916 Fax:804.440.7731 Phone:804.775.1000 Fax:804.775.1061 www.mcguirewoods.com BY EMAIL June 3, 2025 Board of Supervisors of Frederick County, Virginia c/o Michael Bollhoefer, County Administrator Winchester, Virginia Request for Approval of Bond Amendments on behalf of The Village at Orchard Ridge Dear Mr. Bollhoefer: I am writing to you to respectfully request the Board of Supervisors' approval of amendments to tax-exempt bonds issued by the Economic Development Authority of the County of Frederick, Virginia (the "EDA") for the benefit of The Village at Orchard Ridge, Inc. (the "Organization"). Under both state and federal law,before the EDA can issue tax-exempt bonds,the approval of the Board of Supervisors must be obtained. In certain circumstances, the Board of Supervisors must also approve amendments to existing bonds, which is why we are requesting your approval at this time. The Organization has requested that the EDA enter into amendments to its existing tax- exempt bonds that were previously issued in 2011 and 2014, respectively. The Board of Supervisors at those times approved the bond issues, and the Board of Supervisors has approved amendments to those bonds at various times in the past, including most recently in 2021. Under Virginia law, neither the County nor the EDA has any payment responsibility for the bonds, except from the payments made by the Organization. The approval of the Board of Supervisors of the proposed amendments (and the previous approvals) are not and were not an endorsement of the Organization or of its creditworthiness of the Organization. The approval was simply granted for the purposes of satisfying federal and state law related to tax-exempt bonds issued by the EDA. I respectfully request that you place the enclosed form of resolution on the agenda for the Board of Supervisors to consider at its June 11, 2025, meeting. As indicated above, the enclosed resolution does not obligate the County on the bonds in any way. The sole purpose of the enclosed resolution is to evidence the Board of Supervisors' approval of the amendments for purposes of Virginia and federal law. Atlanta I Austin I Baltimore I Charlotte I Charlottesville I Chicago I Dallas I Houston I Jacksonville I London I Los Angeles-Century City Los Angeles-Downtown I New York I Norfolk I Pittsburgh I Raleigh I Richmond I San Francisco I Tysons I Washington,D.C. A successful closing of these amendments will allow the Organization and its affiliated communities to better achieve their mission of providing high-quality care for the senior citizens of Frederick County and elsewhere in Virginia. Should you have any questions about the materials, please do not hesitate to contact me at (804) 775-1853. Very truly yours, /s/T.W. Bruno, Esq., Enclosures cc: Michael Bryan, Esq., Counsel to the Economic Development Authority Donna Casner, National Lutheran Communities & Services Melissa Messina, Esq. 206323045 2.docx -2-