RESOLUTION No. ______, SERIES 2026
title
A RESOLUTION OF THE LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT AUTHORIZING THE ISSUANCE OF ITS HEALTHCARE FACILITIES REVENUE BOND ANTICIPATION NOTES (Wesley Oaks Senior Living Expansion PROJECT), SERIES 2026 (THE “NOTES”) IN ONE OR MORE SERIES IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,200,000; AUTHORIZING THE LOAN OF THE PROCEEDS OF THE NOTES TO 5400 EAST MANSLICK, LLC, A KENTUCKY NONPROFIT LIMITED LIABILITY COMPANY, TO (A) FINANCE CERTAIN COSTS INCURRED PRIOR TO THE ACQUISITION, CONSTRUCTION, INSTALLATION, AND EQUIPPING OF LONG-TERM HEALTHCARE AND HEALTH RELATED FACILITIES LOCATED AT 5012 AND 5400 EAST MANSLICK ROAD, LOUISVILLE, KENTUCKY AND (B) PAY A PORTION OF THE COSTS OF ISSUANCE; APPROVING THE SALE OF THE NOTES TO THE PURCHASER THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, TRUST INDENTURE, AND NOTE PURCHASE AGREEMENT GOVERNING THE SALE AND ISSUANCE OF THE NOTES AND THE USE OF THE PROCEEDS THEREOF; APPROVING A PRELIMINARY LIMITED OFFERING MEMORANDUM AND A LIMITED OFFERING MEMORANDUM TO BE UTILIZED IN THE SALE OF THE NOTES; AUTHORIZING ANY AND ALL OTHER RELATED DOCUMENTS; AND AUTHORIZING THE TAKING OF OTHER ACTION.
body
SPONSORED BY: COUNCIL MEMBERS MULVEY-WOOLRIDGE
AND BRATCHER
WHEREAS, Louisville/Jefferson County Metro Government (“Louisville Metro”), pursuant to the provisions of Sections 103.200 to 103.285, inclusive, of the Kentucky Revised Statutes (“KRS”), as amended (the “Act”), is specifically authorized and empowered to issue its revenue bond anticipation notes and loan the proceeds for the sale thereof to 5400 East Manslick, LLC, a Kentucky nonprofit limited liability company (the “Borrower”), to finance and defray the costs of the acquisition, construction, installation, and equipping of “buildings” and “industrial buildings” comprising healthcare and health related facilities, all as defined and authorized by the Act;
WHEREAS, the Borrower, a wholly-owned subsidiary of Wesley Manor Retirement Community, Inc., a Kentucky nonprofit corporation and an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), desires to (i) finance the acquisition, construction (including certain costs to be incurred prior to the commencement thereof and for working capital), installation, and equipping of long-term healthcare and health related facilities located at 5012 and 5400 East Manslick Road, Louisville, Kentucky, including the construction, installation, and equipping of approximately 147 independent living units (the “Project”) and (ii) pay certain costs of issuance;
WHEREAS, in accordance with KRS Section 103.230, the Borrower has requested Louisville Metro to sell the Notes privately upon a negotiated basis to B.C. Ziegler and Company (the “Underwriter”);
WHEREAS, Louisville Metro has agreed and is willing, pursuant to the Act, to issue its Healthcare Facilities Revenue Bond Anticipation Notes (Wesley Oaks Senior Living Expansion Project), Series 2026 (the “Notes”) in an aggregate initial principal amount not to exceed $6,200,000 and to utilize the proceeds of such Notes to finance and defray the costs of the Project upon terms that are set forth in the Trust Indenture (the “Indenture”) by and between Louisville Metro and UMB Bank, N.A., as trustee (the “Trustee”), the Loan Agreement (the “Loan Agreement”) by and between Louisville Metro and the Borrower, and the Note Purchase Agreement (the “NPA”, and together with the Indenture and the Loan Agreement, the “Note Documents”) by and among Louisville Metro, the Borrower, and the Underwriter; and
WHEREAS, in furtherance of the Act, it is necessary and proper in the interests of the health, safety, convenience, and general welfare of the citizens, residents and inhabitants of Louisville Metro and its environs that Louisville Metro authorize and approve: (a) the issuance of the Notes; (b) the execution and delivery of the Note Documents; (c) the sale of the Notes to the Underwriter; (d) the use of a Preliminary Limited Offering Memorandum and a final Limited Offering Memorandum (collectively, the “Offering Documents”) in connection with the sale of the Notes; and (e) the execution and delivery of all additional agreements, documents, certificates, forms, affidavits, and other instruments necessary for the issuance, execution, and delivery of the Notes.
NOW, THEREFORE, BE IT RESOLVED BY THE LEGISLATIVE COUNCIL OF LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (THE “COUNCIL”) AS FOLLOWS:
SECTION I: Incorporation of Preambles. The facts and recitations set out in the recitals of this Resolution are adopted and incorporated as a part hereof.
SECTION II: Statutory Purpose. Louisville Metro hereby finds and declares that the issuance of the Notes to finance and defray all or a portion of the costs of the Project, including the costs incurred prior to the commencement of construction and for working capital, will further the public purposes of the Act.
SECTION III: Notes Authorization. For the purposes hereinbefore set forth, Louisville Metro, acting by and through the Council, hereby:
(a) Authorizes the issuance, execution and delivery of the Notes, in one or more series, as provided in the Indenture and the NPA, subject to the following limitations:
(i) the initial aggregate principal amount of the Notes shall not exceed $6,200,000;
(ii) the Notes shall not mature no later than five (5) years after their date of issuance;
(iii) the interest rate on the Notes shall not exceed 15% per annum; and
(iv) the Notes will be issuable in such denominations, dated with such dates, subject to redemption, payable in such amounts and on such dates as shall be approved by Louisville Metro officials, in consultation and approval by the Borrower, and specified in the Indenture.
(b) Authorizes the use of the proceeds of the Notes, as provided in the Indenture and the Loan Agreement for the costs of the Project; and
(c) Authorizes the execution and delivery by Louisville Metro of the documents hereinafter provided.
SECTION IV: Note Documents Authorization. Louisville Metro hereby approves, and the Mayor and any other duly authorized official are hereby authorized, empowered and directed to execute, acknowledge and deliver on behalf of Louisville Metro, with the attestation of the Council Clerk, the following Note Documents, substantially in the form submitted herewith or hereinafter, with such changes therein as any official(s) executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof:
(a) the Indenture, attached hereto as Exhibit A;
(b) the Loan Agreement, attached hereto as Exhibit B; and
(c) the NPA, attached hereto as Exhibit C.
SECTION V: Notes Execution. Louisville Metro hereby approves, and the Mayor and any other duly authorized official, are hereby authorized and directed to execute and deliver on behalf of Louisville Metro, the Notes authorized hereunder, in substantially the form submitted herewith or hereinafter with such changes as any such official(s) executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION VI: Authorization of Limited Offering Memorandum. Louisville Metro authorizes and approves of the use and distribution, which shall be subject to the County Attorney’s approval and release, of the Offering Documents produced in the sale of the Notes.
SECTION VII: Tax-Exempt Status of Notes. Louisville Metro, solely in reliance on the Borrower, covenants that it will not take or fail to take any action that would cause any series of Notes, issued and designated as exempt from federal income taxes under the Code, to become taxable for federal income tax purposes, including allowing the Notes to become “arbitrage bonds” within the meaning of Sections 103(b)(2) and 148 of the Code.
SECTION VIII: Authorization of Mayor. The Mayor is hereby authorized and directed, for and on behalf of Louisville Metro, to execute such documents or other certificates evidencing approval of the issuance of the Notes for purposes of compliance with Section 147(f) of the Code.
SECTION IX: General Authorization. The Mayor, the Council Clerk and other appropriate officials of Louisville Metro, and each of them, for and on behalf of Louisville Metro, are hereby authorized, empowered and directed to do and perform any and all things necessary to effect the execution of the Note Documents, the performance of all obligations of Louisville Metro pursuant to the Note Documents and related documents, the execution and delivery of the Notes and the performance of all other actions of whatever nature necessary to effect and carry out the authority conferred by this resolution and by the Note Documents. The Mayor, the Council Clerk and other appropriate officials of Louisville Metro are hereby further authorized, empowered and directed for and on behalf of Louisville Metro to execute all papers, documents, including any tax regulatory or similar agreement, certificates or other instruments, including but not limited to Internal Revenue Service Form 8038, that may be required for the carrying out and effectuation of the authority conferred by and the purposes of this Resolution and the Note Documents, or to evidence said authority and purposes, and to exercise and otherwise take all action necessary to the full realization of the rights and purposes of Louisville Metro under the Note Documents and under the related documents and to perform all of the obligations of Louisville Metro under the Note Documents and related documents.
SECTION X: Louisville Metro Notes Obligations Limited. It is hereby found, determined and declared that the cost of financing the Project will be paid out of the proceeds of the Notes and such contributions of the Borrower as may be necessary; THAT NONE OF THE NOTES WILL BE GENERAL OBLIGATIONS OF LOUISVILLE METRO; THAT NEITHER THE NOTES NOR THE INTEREST OR ACCRETED VALUE THEREON SHALL CONSTITUTE OR GIVE RISE TO ANY INDEBTEDNESS OF LOUISVILLE METRO OR ANY CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER, BUT THAT THE NOTES AND THE PAYMENT OF INTEREST THEREON SHALL BE SECURED AND PAYABLE SOLELY AND ONLY BY A PLEDGE OF AMOUNTS TO BE PAID BY THE BORROWER UNDER SUCH LOAN AGREEMENT; AND THAT NO PART OF SAID COSTS WILL BE PAYABLE OUT OF ANY GENERAL FUNDS, REVENUES, ASSETS, PROPERTIES OR OTHER CONTRIBUTIONS OF LOUISVILLE METRO.
SECTION XI: Public Hearing. It is hereby declared and certified that by the adoption of this Resolution, Louisville Metro by and through the Council, as its elected legislative body, and by his approval and execution of this Resolution by the Mayor of Louisville Metro, as its elected chief executive officer, approve the Project and the issuance of the Note after a duly held public hearing following reasonable public notice, all within the meaning of Section 147(f) of the Code.
SECTION XII: Severability. The provisions of this Resolution are hereby declared to be severable and if any section, phrase or provision shall, for any reason, be declared invalid, such declaration of invalidity shall not affect the validity of the remainder of this Resolution.
SECTION XIII: Resolution Controls. In the event of any conflict or conflicts between the provisions of this Resolution and of any prior ordinances, resolutions, Resolutions or parts thereof, the provisions of this Resolution shall prevail.
SECTION XIV: Resolution Effective. This Resolution shall take effect upon its passage and approval, or otherwise becoming law.
|
_____________________________ Sonya Harward Clerk of the Metro Council |
________________________________ Brent Ackerson President of the Council |
|
_____________________________ Craig Greenberg Mayor |
________________________________ Approval Date |
APPROVED AS TO FORM:
Michael J. O’Connell
Jefferson County Attorney
By: ____________________________
R-143-26 Authorizing Resolution Wesley Manor BANS 10-07-26 (lf)
EXHIBIT A
TRUST INDENTURE
between
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT,
and
UMB BANK, N.A.
EXHIBIT B
LOAN AGREEMENT
between
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT,
and
5400 EAST MANSLICK, LLCEXHIBIT C
nOTE PURCHASE AGREEMENT
among
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT,
5400 EAST MANSLICK, LLC,
and
B.C. ZIEGLER AND COMPANY