LeadingAge MD October 2021 Webinar

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HJ Sims is proud to be able to present in a special webinar for LeadingAge Maryland providing a legislative update and to deliver several case studies of communities that have utilized tools to create cash flow during the COVID-19 pandemic. 

Webinar Date & Time: Wednesday, October 13, 2021 from 2:00 p.m.

Thought Leadership and Educational Session:

Creative Refinancing Structures for Cash Flow and Tax-Exempt Advance Refunding Legislative Update

Since the elimination of tax-exempt advance refundings in the 2017 Tax Cuts and Jobs Act, communities have had to find creative ways to refinance existing debt in a historic low interest rate environment, including taxable advance refundings, Cinderella refinancings, and forward placements. This session will cover case studies of communities that have utilized these tools to create cash flow during the COVID-19 pandemic and will also cover updates on the legislation winding its way through Congress that would reinstate tax-exempt advance refundings.

Featured Speaker:

Contact or for more information on this presentation:

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HJ Sims Market Commentary: Every Endeavor

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Over the past 18 months, we have all refashioned our lives, some several times, by choice or circumstances related to health or work or family. We created safe cocoons and, as a result of vaccines and COVID fatigue, burst out of them.

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U.S. House Ways and Means Committee Proposes Restoring Tax-exempt Advance Refundings

The House Ways and Means Committee introduced the tax proposal connected with the $3.5 trillion budget reconciliation bill, the Build Back Better Act. The tax proposals included therein would restore tax-exempt advance refundings, which have been unavailable to governmental and 501(c)(3) as a means of reducing the cost of capital since the passage of the Tax Cuts and Jobs Act of 2017.

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Presbyterian Senior Living (July 2021)

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HJ Sims successfully positions Pennsylvania not-for-profit corporation, Presbyterian Senior Living for future projects with an efficient fixed-rate refinancing. Presbyterian Homes Inc. (d.b.a. Presbyterian Senior Living) is a member of the Obligated Group along with of the following entities: Presbyterian Homes in the Presbytery of Huntingdon, Quincy Retirement Community, The Long Community, Inc., PHI Investment Management Services, Inc., Cathedral Village, and The Long Home testamentary charitable trust.

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HJ Sims Market Commentary: Bicameral Minds

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One psychologist theorized that there may have been a time during human evolution when there was no connection between the right and left chambers in the human brain, perhaps ancient people had a bicameral mind in which one side of the brain made command decisions and the other side listened and obeyed. Many of us are of two minds about the momentous decisions being made in Washington in the coming weeks.

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HJ Sims Executes Complex $132.4 Million Obligated Group Financing for Benedictine

FOR IMMEDIATE RELEASE

CONTACT: Tara Perkins, AVP | 203-418-9049 | [email protected]

HJ Sims Executes Complex $132.4 Million Obligated Group Financing for Benedictine

FAIRFIELD, CT– HJ Sims (Sims), a privately held investment bank and wealth management firm founded in 1935, is pleased to announce the successful closing of a July refinancing for $132,405,000 for Benedictine Health System (Benedictine), a MN nonprofit, Catholic healthcare system providing long-term care services, congregate housing, assisted living, rehabilitation, healthcare and social services.

Historically, most of Benedictine’s affiliates were financed on a standalone basis, resulting in 36 series of outstanding debt for 19 different borrowers. The various series of debt were held by eight different banks or servicers with inconsistent terms, covenants, and reporting requirements. Benedictine’s board and executive leadership team sought to actualize a capital framework to ensure growth, transformation of service mix, and reinvestment in existing campuses. In August of 2020, Sims was engaged to spearhead this project.

Sims constructed an initial Obligated Group providing the foundation for Benedictine to realize its finance goals. Sims created and utilized a multi-faceted decision matrix that considered factors specific to each affiliate and its outstanding debt. Twenty-one senior living communities, 14 in MN and seven in ND, were selected for the Obligated Group.

Sims focused on finalizing key provisions for the Master Trust Indenture to give Benedictine’s organizational and capital structure future flexibility. Sims determined the appropriate debt structure. Because most of the existing debt was bank debt, a shorter 20-year amortization was selected to avoid an extension of the debt’s weighted average maturity. Taxable debt was selected to refinance the debt allocable to the ND communities to avoid using two issuers and to give Benedictine the flexibility of debt repayment. Sims worked with bond counsel to secure host approval and execute joint powers agreements among 20 municipalities or issuers throughout MN.

Sims solicited a broad group of commercial lenders to obtain term sheets for the taxable and tax-exempt debt. Sims requested that proposing lenders agree to the same terms as prospective bondholders eliminating the need for a separate financing agreement. Sims required that proposing lenders underwrite the loan such that the real estate was secured as an abundance of caution, and appraisals and LTV requirements would not apply. Sims and Benedictine ultimately chose to work with two lenders with whom Benedictine had longstanding relationships.

While working on the bank debt, Sims distributed long term fixed-rate bonds to the public market. Although the Obligated Group was not qualified for an investment grade rating, Sims ensured that the underlying credit strength of the operations was understood by investors. Along with strong retail participation from Sims wealth management clients, the bonds resulted in oversubscription and repricing of the bonds below expectations. Benedictine achieved a nominal amount of net present value savings and reduced its average coupon from 3.80% to 3.50%. The financing enabled Benedictine to borrow an additional $10M for routine capital expenditures across its campuses. Even with debt increase annual debt service decreased $2.0M+ facilitated by structuring the debt for level debt service. By borrowing at low rates for capital expenditures that would have been funded by operating cash, Benedictine will be in a better position to build its liquidity in the future.

Financed Right® Solutions—Lynn Daly: 312-505-5688 | [email protected] or Kerry Moynihan: 407-313-1702 | [email protected]

ABOUT HJ SIMS: Founded in 1935, HJ Sims is a privately held investment bank and wealth management firm. Headquartered in Fairfield, CT, Sims has nationwide investment banking, private wealth management and trading locations. Member FINRA, SIPC. Past performance is no guarantee of future results.  Facebook, LinkedIn, TwitterInstagram.

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LeadingAge National Annual Meeting + EXPO

LeadingAge National Premier Annual Meeting Sponsor

2021 Annual Meeting

HJ Sims is proud to attend, exhibit, sponsor and present during the LeadingAge Annual Meeting. 

Exhibitor Hours: 

Visit us at Booth #1923.

  • Monday, October 25 from 11:00am – 3:00pm
  • Tuesday, October 26 from 11:00am – 3:00pm
  • Wednesday, October 27 from 9:00am – 11:00am

Thought Leadership

Education Session #1:

33-A. Cultivating Board Innovation and Strategic Thinking

Session Date & Time: Sunday, October 24, 2021 from 3:00pm to 4:00pm

Track A | Room: TBD

Session Description:

Non-profit senior living management teams expect their boards to be forward-thinking, strategic, and innovative, while instilling these same attributes throughout the organizations they serve. This session will feature tools that boards can use to remain focused on their organization’s mission, respond to unexpected changes, and carry out strategic planning. A provider of aging services and board chair, and representatives of two professional services firms, will define board member responsibilities, outline ways to foster innovation and strategic thinking at the board level, and present strategies to help boards remain effective while adapting to change and disruption.

Learning Objectives:

  1. Identify common issues experienced by non-profit senior services boards and best approaches to solutions.
  2. Understand the responsibilities of board members and their role in determining the strategic direction of the organization.

Featured Speakers:

  • James Bodine, Executive Vice President, HJ Sims
  • Jennifer Schwalm, Partner, Baker Tilly
  • Len Weiser, President/CEO, White Horse Village
  • Shirley Weaver, Board Director, White Horse Village
Education Session #2:

57-F.  Why Single-Site Life Plan Communities Continue to Thrive

Session Date & Time: Tuesday, October 26, 2021 from 3:00pm to 4:00pm

Track F | Room: Thomas B. Murphy Ballroom 1

Session Description:

In a market expected to continue to be active with merger, acquisition, and affiliation opportunities, particularly as communities begin to emerge from the COVID-19 pandemic, how have single-site life plan communities historically fared relative to larger organizations, and what might the future viability of single-site life plan communities look like in the near-term and long-term futures? The proposed session will be split into two sections. The first section will be higher level, and discuss several of the typical goals organizations have sought to accomplish with M&A activities, which are often necessitated by an adverse outside force, and may not align with the strategic planning or mission of many single-site organizations. Using several single-site LPCs as examples, the session will review important factors as to their historical and long-term future success, including leadership and governance, mission-driven goals, and approach to strategic planning. In addition, we will review several qualitative and quantitative commonalities that high-performing single-site LPCs tend to share. The section will conclude with commentary around the COVID-19 pandemic recovery to date, and what long-term effects we may see with respect the industry and issues specific to single-site LPCs.

The second section of the proposed session will be an in-depth review of Lenbrook, a single-site LPC located moments from the conference in Buckhead, and will discuss their experience as the premier senior living provider in the area. In particular, an assessment of the key factors from an operational, financial, and leadership perspective that have converged and allowed Lenbrook to cultivate its unparalleled reputation for resident service and to thrive from a financial perspective, including commentary around advantages Lenbrook has relative to larger, multi-site organizations. In addition, instead of conveying the fruits of those successes to a parent organization, Lenbrook will discuss how they have been able to leverage its successes to continue improving its ability to respond to the needs of its current and future residents, with the recent acquisition of a home health agency as well as the Kingsboro at Lenbrook expansion project.

Learning Objectives:

  1. Discuss the key factors, emphasizing those with the greatest degree of transferability and those unique to single-site providers, that financially-sound single-site LPCs share.
  2. Provide insight into the approach to strategic planning of Lenbrook, and how their status as a single-site provider adds to their overall flexibility with respect to decision-making.
  3. Commentary regarding how strategic planning, specifically for the unique challenges that single-site providers face, has been and may in the future be affected as the world continues to emerge from the pandemic.

Featured Speakers:

  • Aaron Rulnick, Managing Principal, HJ Sims
  • Nick Roberts, Vice President, HJ Sims
  • Christopher Keysor, CEO, Lenbrook Atlanta
  • Felecia Sveda, Vice President of Hospitality Services, Lenbrook Atlanta

 

Special Event

Continuing Care Hall of Fame Induction Ceremony & Reception

We are thrilled that Bill Sims, Managing Principal, will be inducted into the Class of 2021 Continuing Care Hall of Fame. He joins fellow inductees John Diffey, Larry Minnix and Mary Alice Ryan in this prestigious honor. 

When: Sunday, October 24, 2021 from 6:30pm to 8:00pm

Where: Georgia Aquarium, Oceans Ballroom, Ivan Allen Jr Boulevard NW, Atlanta

For more information, please visit http://cchalloffame.org/.

 

Note about our Cocktail Reception

This year’s LeadingAge Annual Meeting + EXPO marks an important milestone for our industry and the LeadingAge family. While we enjoy connecting with our colleagues and friends during our HJ Sims cocktail reception, this year with deep regret, we have made the difficult decision to cancel our annual reception out of an abundance of caution, continued concerns around COVID-19 and the gathering of a large crowd in a confined space.

In place of our cocktail reception, we are planning other ways for our banking team to connect and gather through numerous, smaller hosted events.

Women’s Brunch to Kick Off LeadingAge

This brunch is by invitation only, and registration is required. For further information, please contact Sonia Carrero.

Keynote Speaker

Kim Hoppe
Chief Financial Officer
United Methodist Retirement Communities and Porter Hills

We are honored to welcome Kim as she shares her thoughts and perspective on her professional journey.

Kim Hoppe joined Porter Hills Retirement Communities in May 2016, serving as the Vice President of Finance. She was promoted to the Senior Vice President of Corporate & Financial Services position and since 2019 now serves as the CFO of both Porter Hills and United Methodist Retirement Community. She has a Bachelor of Business Administration in Accounting from Western Michigan University and is a Certified Public Accountant. Kim has more than 20 years of experience with Senior Living/Non-Profit Auditing & Consulting, Medicare & Medicaid reimbursement team leadership and development, financial operations, project management, strategic planning and business development. Kim began her career at Plante Moran and spent 16 years serving senior care clients. 

Kim has also held positions with Walmart and Sam’s Club in the areas of both finance and accounting. She has served on various boards in the past including the Northwest Arkansas YMCA, Smiles for a Lifetime and is founding member of Inforum. Kim has also been involved in and presented at various industry associations, including Aging Services of Michigan, Leading Age, Health Care Association of Michigan (HCAM), Michigan County Medical Care Facilities Council and Michigan Association of Certified Public Accountants (MACPA). 

In her spare time, Kim enjoys yoga and meditation and just recently completed her 200-hour certification to be a yoga instructor.

Read more insightful thought leadership by the investment banking team at HJ Sims.

Photo Gallery: 

Benedictine Health System (July 2021)

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Benedictine Health System, a Minnesota nonprofit corporation, is a Catholic healthcare system that provides long-term care services, congregate housing, assisted living, rehabilitation services, and other healthcare and social services. Benedictine owns, or has a controlling interest in, 23 nursing facilities with 1,815 licensed beds and 26 senior housing with services facilities with 1,890 units in five states.

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HJ Sims Market Commentary: Back to Basics

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With consumer confidence falling to a six-month low, many consumers are reducing spending and getting back to the basics. Economists are struggling to put the higher prices we are paying into context to rationalize inflation rates, the consumer price index and other spending metrics.

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LeadingAge PA Fall Finance Conference

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2021 Fall Finance Conference

HJ Sims is proud to be able to attend, exhibit, sponsor and present at the fall conference. 

Stop by and say hello!

Thought Leadership and Educational Session:

Extending Housing and Services to the Middle Market

Session Date & Time: Friday, October 14, 2021 from 1:00 p.m. to 2:00 p.m

Room: TBD

Senior Living Organizations face a heightened cross-current of conditions, combining factors stemming from the pandemic coupled with longer-term trends, many of which accelerated by the crisis – including factors impacting marketing and sales, staffing and operations and financial performance and position. With a return to a (new) normal, shaped by perspective gained throughout the course of the pandemic, this Session will review the current state of the senior living sector, impact on operating and financial performance and, as importantly, implications for continued mission fulfillment and growth in not-for-profit senior living organizations going into 2022 and beyond.

Demand for senior living services is rebounding, albeit with some twists; accordingly, topics to be considered include:

  1. Offerings of Middle-Market & Affordable in addition to Market Rate Seniors Housing
  2. Rental vs. Entrance Fee Contract/Revenue Models
  3. Prospects for & Right-Sizing Skilled Nursing

With the return to more normalized resident demand, senior living growth strategies are once again of critical focus, with implications for the composition of senior living campuses and services – topics of consideration include:

  1. Existing Campus Repositioning and Expansion along with development of Satellite Campuses and/or offering of Home & Community-based services
  2. Project development lead times and construction cost inflation and techniques to manage these dynamics
  3. Growth by Partnership, Affiliation and/or Acquisition including evaluation of the dynamic between Not-for-Profit and For-Profit providers whether as Competitor or Partner.

Finally, the availability, cost and terms of financing and financing strategies remain of utmost importance, both with regard to the senior living organization’s existing capital structure as well as in funding new capital investment. Capital is widely available and interest rates at multi-decade historic lows – presenting unprecedented opportunities for refinancing as well funding of new growth opportunities.

HJ Sims, with its comprehensive focus on the senior living sector through the provision of financing and advisory services to both Not-for-Profit and For-Profit sponsors over the past 50+ years, offers a well-informed and reasoned insight on the current state of the senior living sector. This Session will include participation from several members of the Sims team including senior living and capital markets research as well as both not-for-profit and for-profit investment banking. These industry veterans draw on industry and market data as well as client case studies to highlight current conditions and future trends.

Learning Objectives:

  1. Solidify understanding of and perspective on the current areas of greatest challenge and opportunity in the senior living sector – considering long-term trends along with the impact of the pandemic on the continuation or shift in senior living sector dynamics.
  2. Illustrate key considerations, paths and processes to use in responding to these challenges and reframe them as opportunities.
  3. Identify effective strategies for maintaining organizational relevance and achieving continued growth across the care continuum with emphasis on areas of greatest resident/customer demand and financial viability – including financing approaches and techniques in support of these objectives.

Featured Speakers:

Contacts:

Read more insightful thought leadership by the investment banking team at HJ Sims.

LeadingAge MI Conference

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2021 Conference

HJ Sims is proud to be able to attend, exhibit, sponsor and present at the annual conference. 

Visit us at Booth #57.

Session Date & Time: Monday, September 27, 2021 from 4:15 pm – 5:15 pm

Room: Senator Vandenberg Room A in the Amway Grand Plaza Hotel 

Thought Leadership and Educational Session:

The Power of an Innovative Senior Services Board

Not-for-profit senior living management expect their boards to be forward-thinking, strategic and innovative. Innovation at the board level is a function of various elements, including when there is a defined strategic direction and best practices. So, what does an effective board look like? What are some tools boards can use to remain focused on their organizations’ mission? Does the board or management create the strategic plan? This discussion is designed to create an atmosphere for executive management and board members to gain insights into best practices in their journey towards innovation and strategic thinking.

Learning Objectives:

  1. Defining board member responsibilities such as the board’s role in setting the strategic direction for the organization;
  2. Strategies for board effectiveness while adapting to change and disruption;
  3. Confronting common “tension areas.”

Featured Speakers:

  • Lynn Daly, Executive Vice President, HJ Sims
  • ​Steve Fetyko, United Methodist Retirement Communities  and Porter Hills, CEO
  • Mary Wagner, United Methodist Retirement Communities  and Porter Hills, Board Member

Contact:

Read more insightful thought leadership by the investment banking team at HJ Sims.

LeadingAge WI Fall Conference

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2021 Conference

HJ Sims is proud to be able to attend, exhibit and present at the fall conference. 

Visit us at Booth #042.

Session Date & Time: Friday, October 8 2021 from 10:00 a.m. to 11:30 a.m

Room: TBD

Thought Leadership and Educational Session:

Extending Housing and Services to the Middle Market

This session will profile successful middle market senior housing models and identify key success factors for development. Understanding the increasing pressure on non-profit providers to maintain financial performance, honor the past, maintain their long standing history and reputation in the market, and meet the demands of the emerging middle market, we will offer strategic solutions that may bring a middle market senior housing product to reality for your organization.

Learning Objectives:

This session will help providers tackle the increasing pressure on senior living providers to meet the demands of the merging middle market. We want to learn what you learned from experienced providers. How are they successfully and profitably operating their middle market models. What are the key success factors for development, pricing, and operating?

  1. Understand the Middle Market consumer and demand;
  2. Hear how changes to traditional business models are helping to reduce development costs and manage operating expenses to facilitate success of a middle market product;
  3. Learn from case studies of those providers who have been successful in Middle Market housing.

Featured Speakers:

Contacts:

Read more insightful thought leadership by the investment banking team at HJ Sims.

HJ Sims Advises Peoples of Bastrop on the Acquisition of a Private Water System via a Taxable Bond Issuance

FOR IMMEDIATE RELEASE

CONTACT: Tara Perkins, AVP | 203-418-9049 | [email protected]

HJ Sims Advises Peoples of Bastrop on the Acquisition of a Private Water System via a Taxable Bond Issuance

FAIRFIELD, CT– HJ Sims (Sims), a privately held investment bank and wealth management firm founded in 1935, is pleased to announce the successful closing of a July 2021 financing in the amount of $10.635 million for Peoples of Bastrop, a privately held water utility operator (Sponsor) specializing in the acquisition and management of private water and wastewater systems reached an agreement to acquire a private system serving 6,000+ customers in North LA (System).

The Sponsor has demonstrated a strong track record of operating water utilities, reducing expenses through the implementation of streamlined operations and economies of scale, but was looking for an innovative approach to acquire an additional water system in their operational footprint.

Sims underwrote the taxable municipal bond issue in the amount of $10.635 million, which was used to purchase the System from the existing operator. Initially, the plan of finance was to take the offering to a limited potential buyer base, but positive market feedback lead to Sims opening the offering to the institutional bond market. To appeal to a broader investor base, and level annual debt service in aggregate, Sims structured one medium-term bond maturing in 2033 and a long-term bond maturing in 2051.

The Sponsor found the taxable bond structure attractive for the acquisition as it provided higher leverage compared to a conventional bank loan, helping avoid raising unsecured subordinate debt at a higher cost of capital or diluting ownership in the System. The bond issue was structured with working capital and system improvements funds, allowing the Sponsor to implement their planned improvements and make necessary upgrades.

The financing consisted of a $2.375 million, 12-year taxable bond at a yield of 5.364%, and a $8.26 million, 30-year taxable bond at a yield of 5.802% underwritten by Sims. The outside-of-the-box, customized financing structure helps the long-time operator preserve strategic capital for additional growth opportunities and for the support of other systems in their portfolio.

“Our company recently acquired a water utility in northeast LA. We were fortunate to engage Sims to underwrite a taxable municipal bond in the amount of $10.635 million used to purchase the system and fund multiple reserve accounts. Jimmy Rester and his team were extremely knowledgeable and brought the necessary experience to close a complex transaction. There is no question that Sims will be a valued partner on all future financing projects we endeavor to accomplish,” Jeff McNew, Co-Founder/Managing Member.

Financed Right® Solutions—James Rester: 901.652.7378 | [email protected] or Ryan Snow: 843.870.4081 | [email protected].

ABOUT HJ SIMS: Founded in 1935, HJ Sims is a privately held investment bank and wealth management firm. Headquartered in Fairfield, CT, Sims has nationwide investment banking, private wealth management and trading locations. Member FINRA, SIPC. Testimonials may not be representative of another client’s experience. Past performance is no guarantee of future results.  Facebook, LinkedIn, TwitterInstagram.

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HJ Sims Market Commentary: Dancing in the Dark

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In the Cherokee creation myth, when plants and animals were first made, they were told to keep awake for seven nights. The plants who succeeded became evergreens, and all others were doomed to lose their “hair” every winter. The animals who stayed up were given the power to “see” in the dark. Investors trying to create or manage a portfolio in current market conditions either feel like their clear vision of the future will guide them while others feel like they are just dancing in the dark.

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An Investment Opportunity: Landis Homes

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Landis Homes Logo

$52,210,000*
LANCASTER INDUSTRIAL DEVELOPMENT AUTHORITY

Health Center Revenue Refunding Bonds
Landis Homes Retirement Community
SERIES 2021

HJ Sims is pleased to serve as sole underwriter for tax-exempt Series 2021 revenue refunding bonds on behalf of Landis Homes, located in Lititz, PA. Landis Homes is a not-for-profit retirement community which is home to 875+ persons living in cottages, apartments, hybrids, suites, personal care and healthcare on a 114-acre campus surrounded by
Lancaster County farmland.

Landis Homes is an affiliate of the Landis Communities, which started in the early 1960s when Eastern Mennonite Board of Missions and Charities (now EMM) began exploring how they might develop a community for retired mission workers, pastors and others. Landis Communities is the location of choice for those who follow the Mennonite faith tradition. There is a very strong connection to the local churches and almost 55% of the residents come from the Mennonite faith. Most Mennonite Communities in Lancaster County do not have a similar representation.

Landis Communities is committed to creatively serving the diverse needs and interests of older adults. These needs come from a cross-section of races, ethnicities, and socioeconomic status.

About the Bonds

  • Series 2021
    • $52,210,000*
    • Fitch Rated “BBB-” Stable Outlook
    • Bonds are exempt from Federal Income Tax and exempt from State of Pennsylvania Income Tax
    • Denominations of $5,000; no transfer restrictions
    • Interest will be payable on January 1 and July 1 of each year, commencing January 1, 2022
    • First principal payment: July 1, 2023

Project

  • Refund outstanding bank debt
  • Expected renovation and improvement of facilities, independent living areas and housing units.

Security

  • Secured by Master Trust Indenture
    • Includes pledge of Gross Receipts of the Obligated Group and mortgage of substantially all real estate of the Borrower
  • 50% Funded Debt Service Reserve Fund

 Key Financial Covenants

  • 1.20x Debt Service Coverage Ratio; tested annually
  • 120 Days Cash on Hand; tested semi-annually
  • Event of Default if DSRC is below 1.00x for two consecutive fiscal years

We are currently accepting indications of interest for these tax-exempt bonds with an expected pricing the week of September 13, 2021, and anticipated settlement during the week of September 27, 2021. For more information including risks, please read the Preliminary Official Statement in its entirety. If you have interest in purchasing these bonds, please contact your HJ Sims financial professional as soon as possible.

*Subject to change

No dealer, broker, salesperson, or other person has been authorized to give any information or to make any representation other than those contained in the Preliminary Official Statement and, if given or made, such other information or representation should not be relied upon as having been authorized by the Issuer, the Borrower, or the Underwriters. The information set forth herein has been obtained from the Issuer, Borrower, and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not construed as a representation of, the Underwriters. The information contained herein is subject to change without notice. Under no circumstances shall this constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering or solicitation will be made only to investors pursuant to the Preliminary Official Statement, which should be read in its entirety. Investments involve risk including the possible loss of principal. HJ Sims is a member of FINRA and SIPC, and is not affiliated with Landis Homes