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RESOLUTION NO. 40 a'( -D--O-7
<br /> RESOLUTION APPROVING, FOR THE PURPOSE OF SECTION 147(f) OF THE
<br /> INTERNAL REVENUE CODE OF 1986, THE ISSUANCE BY THE PUBLIC FINANCE
<br /> AUTHORITY OF ONE OR MORE SERIES OF SENIOR LIVING REVENUE BONDS
<br /> (OSH/MIDWEST PROJECT) NOT TO EXCEED $50,090,000
<br /> WHEREAS, the Public Finance Authority, a commission organized under and pursuant
<br /> to the provisions of Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as
<br /> amended, has proposed to issue one or more series of senior living revenue bonds (the "Bonds");
<br /> and
<br /> WHEREAS, the Bonds are expected to be issued pursuant to Section 66.0304 of the
<br /> Wisconsin Statutes, as amended, and the proceeds from the sale of the Bonds will be loaned to
<br /> QSH/Midwest, LLC, a Georgia limited liability company (the "Borrower"), the sole member of
<br /> which is Quality Senior Housing Foundation, Inc., a Georgia nonprofit corporation and an
<br /> organization described under section 501(c)(3) of the Code, in order to (a) finance the acquisition
<br /> by the Borrower of four senior living facilities located at (i) 1415 W. Mound Road, Decatur, IL
<br /> 62526 and 1455 W. Mound Road, Decatur, IL 62526 (known as "Randall Residence of
<br /> Decatur"),consisting of 50 rental independent living units at 1455 W. Mound Road and 40 rental
<br /> assisted living units and 15 rental memory care units at 1415 W. Mound Road, (ii) 300 White
<br /> Oak Road, Lawton, MI 49065 (known as "White Oaks"), consisting of 35 rental assisted living
<br /> units and 33 rental memory care units, (iii) 8506 Hendricks Road, Mentor, OH 44060 (known as
<br /> "Governor's Pointe"), consisting of 34 rental assisted living units, and (iv) 8460 Westport Drive,
<br /> Mentor, OH 44060 (known as "Governor's Port"), consisting of a total of 50 rental independent
<br /> living units (collectively, the "Communities") by purchase of 100% of the membership interests
<br /> of each of Keystone ALF JV, LLC, RR Decatur Holdings, LLC, Randall Residence of Decatur,
<br /> LLC, Governor's Pointe, LLC, Governor's Port, LLC, White Oaks Holding, LLC, and White
<br /> Oaks Retirement Residence, Inc., or its affiliate, which are the owners and/or operators of the
<br /> Communities (the "Project"), (b) funding one or more debt service reserve funds with respect to
<br /> one or more Series of the Bonds, and (c) pay issuance costs of the Bonds (collectively, the
<br /> "2021 Bond Project"); and
<br /> WHEREAS, the Bonds are anticipated to be issued in one or more series in an aggregate
<br /> principal amount not to exceed $50,090,000, anticipated to be allocated as follows: (i)
<br /> $19,200,000 for costs of the Project associated with Randall Residence of Decatur, (ii)
<br /> $7,090,000 for costs of the Project associated with Governor's Pointe, (iii) $9,300,000 for costs
<br /> of the Project associated with Governor's Port and (iv) $14,500,000 for costs of the Project
<br /> associated with White Oaks. The Bonds will be special limited obligations of the Issuer payable
<br /> solely from the loan repayments to be made by the Borrower to the Issuer, and certain funds and
<br /> accounts established by the bond indenture for the Bonds; and
<br /> WHEREAS, pursuant to Section 66.0304(11)(a) of the Wisconsin Statutes, prior to their
<br /> issuance, bonds issued by the Public Finance Authority must be approved by the governing body
<br />
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