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HomeMy WebLinkAbout022-25 (InducemementResoForCityEDARevenueBonds(Westminster-Canterbury) RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICK, VIRGINIA ON THE MODIFICATION OF $27,500,000 OF REVENUE BONDS AND THE ISSUANCE OF UP TO $22,500,000 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 Westminster-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 for the following plan of finance: (1) the modification of the Authority's$27,500,000 Residential Care Facility Revenue Bond (Westminster-Canterbury of Winchester, Inc.), Series 2023A (the "Series 2023A Bond"), the proceeds of which were used to (i) finance a portion of an expansion project at the Borrower's facilities located at 654 Fox Drive, Winchester, Virginia 22603, including without limitation (a) 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 (b) the acquisition, construction and equipping of a multi-story, multi-purpose professional building (collectively, the "2023 Project"), and (ii) finance amounts required for reserves, capitalized interest,working capital and costs of issuance incurred in connection with the issuance of the Series 2023A Bond (such modifications are referred to herein as the "2023A Bond Modifications"); and (2) the issuance of up to $22,500,000 of its revenue bonds (the "Series 2025 Bonds"), in one or more tax-exempt or taxable series at one time or from time to time,the proceeds of which will be loaned to the Borrower to (i) finance the acquisition of approximately 88 acres of land located adjacent to the Borrower's principal place of business located at 300 Westminster Canterbury Drive, Winchester, Virginia 22603, and (ii) finance and refinance amounts required for reserves, working capital, capitalized interest, costs of issuance and other financing expenses related to the issuance of the Series 2025 Bonds (the "2025 Plan of Finance"); WHEREAS, the Authority held a public hearing on August 19, 2025; WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, 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; 207280387.2 WHEREAS, a portion of each of the 2023 Project and the 2025 Plan of Finance 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 issued the Series 2023A Bond on behalf of the County and is issuing the Series 2025 Bonds on behalf of the County; WHEREAS, the Authority has recommended that the Board approve the 2023A Bond Modifications, the 2025 Plan of Finance and the issuance of the Series 2025 Bonds; and WHEREAS, a copy of the Authority's resolution approving the 2023A Bond Modifications, the 2025 Plan of Finance and the issuance of the Series 2025 Bonds, subject to the terms to be agreed upon, and a certificate of the public hearing has been filed with the Board. NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF FREDERICE,VIRGINIA: 1. The Board hereby approves (i)the 2023A Bond Modifications by the Authority for the benefit of the Borrower, and (ii) the issuance of the Series 2025 Bonds, in an aggregate principal amount up to $22,500,000,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 permit the Authority to assist in financing the 2023 Project and the 2025 Plan of Finance, respectively. 2. The Board concurs with the resolution adopted by the Authority and approves the 2023A Bond Modifications and the issuance of the Series 2025 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 2023A Bond Modifications and the issuance of the Series 2025 Bonds does not constitute an endorsement to a prospective purchaser of the Series 2023A Bonds or Series 2025 Bonds of the creditworthiness of the 2023 Project, the 2025 Plan of Finance or the Borrower. In accordance with the Act, the Series 2023A Bond and the Series 2025 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. -2- Adopted by the Board of Supervisors of the County of Frederick, Virginia, on September 10, 2025. By: Clerk, Board of Superv- ors of the County of Frederick, Virginia/ [SEAL] No. 022-25 -3- August 19, 2025 Board of Supervisors County Of Frederick, Virginia 107 N. Kent Street Winchester, Virginia 22601 Economic Development Authority of the City of Winchester, Virginia Approval of Proposed Revenue Bond Financing for Westminster-Canterbury of Winchester, Inc. Westminster-Canterbury of Winchester, Inc.. d/b/a Shenandoah Valley Westminster- Canterbury (the "Borrower"), a nonstock, not-for-profit Virginia corporation, whose principal place Of business is 300 Westminster Canterbury Drive, Winchester, Virginia 22603, has requested that the Economic Development AlllhOrlty Of the City of Winchester, Virginia (the "Authority") approve the following plan Of finance: (1) the modification Of the ALIthOClty's $27,500,000 Residential Care Facility Revenue Bond (Westminster-Canterbury Of Winchester, Inc.), Series 2023A (the "Series 2023A Bond"), the proceeds Of which were Used t0 (I) finance a portion Of art expansion project at the Borrower's facilities located at 654 Fox Drive, Winchester, Virginia 22603, Including without limitation (a) the acquisition, construction and equipping of 10 new villa buildings, including a total of approximately 97 additional independent living apartments, a C011111111n1ty room and garage space, and (b) the acquisition, construction and equipping of a multi-story, multi-purpose professional building, and (ii) finance amounts required for reserves, capitalized interest, working capital and costs Of issuance incurred in Connection with the issuance of the Series 2023A Bond (such modifications are referred to herein as the "2023A Bond Modifications"); and (2) the issuance Of Up to $22,500,000 of its revenue bonds (the "Series 2025 Bonds"), in one or more tax-exempt or taxable series at one time or from time to time, the proceeds of which will be loaned to the Borrower to (i) finance the acquisition of approximately 88 acres Of land located adjacent to the Borrower's principal place of business located at 300 Westminster Canterbury Drive, Winchester, Virginia 22603, and (ii) finance and refinance amolults required for reserves, working capital, capitalized interest, Costs Of issuance and other financing expenses related to the issuance of the Series 2025 Bonds (the "2025 Plan of Finance"). 207280678.2 As set forth in the approving resolution of the Authority attached hereto (the "Resolution"), the Authority has adopted an inducement resolution related to the 2023A Bond Modifications and the issuance of the Series 2025 Bonds. The Authority has conducted a public hearing on the proposed 2023A Bond Modifications and on the 2025 Plan of Finance and has recommended that you approve the 2023A Bond Modifications and the 2025 Plan of Finance and the issuance of the Series 2025 Bonds by the Authority as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, and Sections 15.2-4905 and 15.2-4906 of the Code of Virginia of 1950, as amended(the "Virginia Code"). Attached hereto is (1) a certificate evidencing (A) the conduct of the public hearing and (B) the resolution adopted by the Authority regarding the 2023A Bond Modifications and the 2025 Plan of Finance and(2) the form of resolution Oinchester, to evidence your approval. Seer a mic Development Authority of the City Virginia 2 CERTIFICATE The undersigned Secretary of the Economic Development Authority of the City of Winchester, Virginia(the "Authority"), hereby certifies as follows: 1. A meeting of the Authority was duly called and held on Tuesday, August 19, 2025 at 8:00 a.m. before the Authority in the Common Council Chambers in Rouss City Hall, 15 North Cameron Street, Winchester, Virginia 22601 pursuant to proper notice given to each Director of the Authority before such meeting. The meeting was open to the public. The time of the meeting and the place at which the meeting was held provided a reasonable opportunity for persons of differing views to appear and be heard. 2. The Chair announced the commencement of a public hearing on the application of Westminster-Canterbury of Winchester, Inc., dlbla Shenandoah Valley Westminster-Canterbury, a nonstock, not-for profit Virginia corporation organized under the laws of the Commonwealth of Virginia, and that a notice of the hearing; was published not less than seven days before the meeting date in a newspaper having general circulation in the City of Winchester, Virginia and the County of Frederick, Virginia (the "Notice"). A copy of the Notice is attached and has been tiled with the minutes of the Authority and is attached as Exhibit A. 3. A summary of'the statements made at the public hearing is attached as Exhibit B. 4. Attached as Exhibit C is a true. correct and complete copy of the approving resolution (the "Resolution") adopted at such meeting of the Authority by a majority of the Directors present at such meeting. The Resolution constitutes all formal action taken by the: Authority at such meeting relating to inatters referred to in the Resolution. The Resolution has not been repealed, revoked, rescinded or amended and is in full force and effect on this date. WITNESS my hand and the seal of the Authority,as of August 1 2U25. • .rhr r'r Se re , Economic Development Authority of the City o inchester, Virginia ''ryarpr NfI�IS �yi Exhibits: A- Copy of Certified Notice B - Summary of Statements C - Approving Resolution EXHIBIT A CUPS' OF CERTIFIED NOTICE (See Attached) PROOF OF PUBLICATION COPY OF ADVERTISEMENT https�ion p.nav i g a h u h.C.amfewlan pol ac a le Cara g e/ad 7rn ateri als12t34 f S441insE�rion y 1.jpg NOTICE OF PUBLIC HEAMNG WST Winchester Star DM OPMENTA.ITI GRITYCf THE ESA SVWC 2025 Revenue Bonds Public Hearing{B-12 CRTOF PICA]NEST iZ7.5UIHIAON THE uOf WWI I ESE ,VIRGINIA N EOA SVWC 2025 Revenue Bonds Public Hearin $-12 Of iTANCRO OP TO THE IS 13110EE N Up TO 7:ItAND IMF OF 9 IYS REVENUE BONUS FOR THE SENEFITOF riESTM+NS[ER- CANTEABURY OF WINCHESTER,INC. fiw ww w i•'u•w w.n+.r. I certify Iha[the attachment hereto contains a true and accurate copy of what was published in WST Winchester Star in consecutive issues on the following dates: df..w ril0 M M CaMw'tl�bqq.a IL•.[ ur�wa.�b WN�M nt Mai Affant further says that TI a[said newspaper was regvlarfy �,,a M�r.M�Ny-q d1.Y tl11MV00 M-yYrar kvS 1&! issued and circulated on these dales. M..'..�r�.......R _... •,�q ur War M W!bF Ia Fga.M�JyF M�+WMru'�a�, d..M SFr.yrawy�y p,M.er..agly,ayp�r E==.roM7 SIGNED: �fMYrwl��Iir lttil�Mla.;MWµ�lc k ar arw....1a rw ra gacr.h« Ma iY]•r6��r r uar.�ap�w� uthozed I nt w>+�-.. •a.a•..r :.a. i �e r.!R MM+[ti PYa rwe�sww MY.�� CR State of Virginia County of ' _ ... .,_.�.t t Wnworn t me thiDI12f2t725. ler.nrc oswu.w/er+rna-vx d'.a piv(Y..CM-n�Y.ww1� �illllr�r�r Notary Public ���+ Sx ..... ® '�•. rT ` N©TAny My commission expires; PUBLIC y �} FilEG.#154135 i4 _ FAY CMAISSO'N _ '. EXP S., , Customer No:122389 , '`. Ca Affidavit Contact Name:Jessica C-Randolph Affidavit Contact Address.McGuir&Voods LLPAfill Gateway Plaza 800 East Canal Street Richmond,VA 23219-3916 Affidavit Batch ICI:2246 Affidavit It7 5529 EXHIBIT B SUMMARY OF STATEMENTS [[[Representatives of Westminster-Canterbury of Winchester, Inc. d/bla Shenandoah Valley Westminster-Canterbury and McGuireWoods LLP appeared before the Authority to describe the project and the proposed bond issue. No one appeared in opposition to the proposed bond issue.]]] EXHIBIT C APPROVING RESOLUTION (See Attached) 6 RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER, VIRGINIA PROVIDING INITIAL APPROVAL OF MODIFICATIONS TO $27,500,000 OF ITS REVENUE BONDS AND THE ISSUANCE OF UP TO $22,500,000 OF ITS REVENUE BONDS FOR THE BENEFIT OF WESTMINSTER-CANTERBURY OF WINCHESTER, INC. A. The Economic Development Authority of the City of Winchester, Virginia (the "Authority"), is empowered by the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2,Code of Virginia of 1950, as amended(the "Act"),to issue its revenue bonds to finance or refinance the construction and equipping of facilities for the residence or care of the aged to protect and promote the health and welfare of the inhabitants of the Commonwealth of Virginia (the "Commonwealth"). B. The Authority has received a request from Westminster-Canterbury of Winchester, Inc., dlbla Shenandoah Valley Westminster-Canterbury, a nonstock, not-for-profit Virginia corporation(the "Borrower"), to approve the following plan of finance: (1) the modification of the Authority's$27,500,000 Residential Care Facility Revenue Bond (Westminster-Canterbury of Winchester, Inc.), Series 2023A (the "Series 2023A Bond"), the proceeds of which were used to (i) finance a portion of an expansion project at the Borrower's facilities located at 654 Fox Drive, Winchester, Virginia 22603, including without limitation (a) 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 (b) the acquisition, construction and equipping of a multi-story, multi-purpose professional building, and (ii) finance amounts required for reserves, capitalized interest, working capital and costs of issuance incurred in connection with the issuance of the Series 2023A Bond (such modifications are referred to herein as the "2023A Bond Modifications"); and (2) the issuance of up to $22,500,000 of its revenue bonds (the "Series 2025 Bonds"), in one or more tax-exempt or taxable series at one time or from time to time,the proceeds of which will be loaned to the Borrower to (i) finance the acquisition of approximately 88 acres of land located adjacent to the Borrower's principal place of business located at 300 Westminster Canterbury Drive, Winchester, Virginia 22603, and (ii) finance and refinance amounts required for reserves, working capital, capitalized interest, costs of issuance and other financing expenses related to the issuance of the Series 2025 Bonds(the "2025 Plan of Finance"). C. Such assistance will benefit the inhabitants of the City of Winchester, Virginia(the "City"), the County of Frederick, Virginia (the "County") and the Commonwealth, either through the increase of their commerce or through the promotion of their safety, health, welfare, convenience or prosperity. D. Preliminary plans for the 2025 Plan of Finance and for the 2023A Bond Modifications have been described to the Authority and a public hearing has been held 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. 207281081/ E. The Borrower has represented that the estimated cost of undertaking the 2025 Plan of Finance will require the issuance of the Series 2025 Bonds, in one or more series at one time or from time to time, in the aggregate principal amount not to exceed $22,500,000. F. (1) No Director of the Authority is an officer or employee of the Borrower or the City, (2) each Director has,before entering upon his or her duties during his or her present term of office,taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended and (3)at the time of their appointments and at all times thereafter, including the date hereof, all of the Directors have satisfied the residency requirements of the Act. G. No Director of the Authority has any personal interest or business interest in the Borrower, the revenue bonds described above, or any of the transactions contemplated therein or has otherwise engaged in conduct prohibited under the Conflict of Interests Act, Chapter 31, Title 2.2 of the Code of Virginia of 1950, as amended, in connection with this resolution or any other official action of the Authority in connection therewith. NOW,THEREFORE,BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF WINCHESTER, VIRGINIA: 1. It is hereby found and determined that the 2025 Plan of Finance and the 2023A Bond Modifications will be in the public interest and will promote the commerce, safety, health, welfare, convenience or prosperity of the Commonwealth, the City, the County and their citizens and in particular will promote the providing of health care facilities and other facilities for the residence and care of the aged in accordance with their special needs. 2. The Authority hereby agrees to assist the Borrower in (i) entering into the 2023A Bond Modifications and (ii) undertaking the 2025 Plan of Finance by issuing the Series 2025 Bonds, in one or more series at one time or from time to time, in an aggregate principal amount not to exceed$22,500,000,upon terms and conditions mutually agreeable to the Authority and the Borrower. The 2023A Bond Modifications will be reflected in documents satisfactory to the Authority. The Series 2025 Bonds will be issued pursuant to documents satisfactory to the Authority and may be issued in one or more series at one time or from time to time. 3. Nothing in this resolution shall be deemed to authorize the Borrower to obligate the Authority without its consent to the payment of any moneys or the performance of any acts in connection with the 2025 Plan of Finance or the 2023A Bond Modifications. The Authority agrees that the Borrower may be reimbursed from the proceeds of the Series 2025 Bonds for all expenditures and costs so incurred by it, provided such expenditures and costs are properly reimbursable under the Act and applicable federal laws. 4. At the request of the Borrower, the Authority approves McGuireWoods LLP, Richmond, Virginia, as Bond Counsel in connection with the 2023A Bond Modifications and the issuance of the Series 2025 Bonds. -2- 5. All casts and expenses in connection with the undertaking of the 2025 Plan of Finance and the 2023A Bond Modifications, including the fees and expenses of Bond Counsel and Authority Counsel, shall be paid by the Borrower or, to the extent permitted by applicable law, from the proceeds of the Series 2025 Bonds. if for any reason (i)the 2023A Brand Modifications are not consummated, or (ii) the Series 2025 Bonds are not issued, it is understood that all such expenses shall be paid by the Borrower and that the Authority shall have no responsibility therefor. 6. The Authority recommends that the governing bodies of the City and the County (i) approve the issuance of the Series 2025 Bonds for the purpose of undertaking the 2025 Plan of Finance, and (ii) approve the 2023A Bond Modifications. 7. The Series 2025 Bonds may not be issued until such time as the issuance of the Series 2025 Bonds has been approved by the governing bodies of the City and the County and any other required jurisdiction's governing body. The 2023A Bond Modifications may not be entered into until such time as the 2023A Bond Modifications have been approved by the governing bodies of the City and the County and any other required jurisdiction's governing body. 8. This resolution shall be effective immediately. 9. The authorizations granted in this resolution shall continue in full force and effect for a period of three years after adoption,or such other period authorized by law,unless specifically extended by the Authority. [Signature Page Follows] CERTIFICATE The undersigned Secretary of the Economic Development Authority of the City of Winchester, Virginia (the "Authority"), hereby certifies that the foregoing is a true, correct and complete copy of a resolution adopted by a majority of the Directors of the Authority- at a meeting duly called and held on August 19, 2025,in accordance with law, and that such resolution has not been repealed, revoked, rescinded or amended but is in full force and effect on the date hereof. WITNESS the following signature and seal of the Authority as of August 19,2025. "eaonomic Development Authority of the City of Winchester, Virginia