Sims Secures Seed Capital Financing for ‘Restart’
“…Now with the help of all of you we are able to move SpringShire forward. My appreciation starts with [Sims], but the entire working team has impressed me at every step and I sincerely thank each of you. Your confidence is humbling and inspiring.”
– David W. Ammons, President, Retirement Living Associates, Inc.
Twenty-five years after developer Justus “Jud” Ammons opened Raleigh’s first continuing care retirement community (“CCRC”), David Ammons, his son and President of Retirement Living Associates, Inc. (“RLA”), has continued the family legacy through the development of a new CCRC in Greenville, North Carolina – SpringShire Retirement Community (“SpringShire” or the “Project”). SpringShire will be developed in multiple phases as a non-profit entrance fee model CCRC, providing 150 independent living apartments, 12 independent living cottages, 8 assisted living units and 12 skilled nursing beds and will be located less than five miles from the campus of East Carolina University. To finance pre-development expenses associated with the Project, in 2015 Sims underwrote $14.825 million of Tax-Exempt Retirement Facility Revenue Anticipation Bonds (“RABs”) issued through the Public Finance Authority (“PFA”) on behalf of SpringShire Retirement, LLC (“Borrower”), a 501(c)(3) organization, whose Board of Directors consists of prominent members of the Greenville community, including the President of Vidant Community Hospitals, an affiliate of the region’s premier hospital and healthcare provider. The Project is being developed and will be managed RLA. Established in 1992, RLA currently manages five retirement communities in the Southeast, including three in North Carolina. In addition, Greenbrier Development, LLC (“Greenbrier”) is providing development consulting services to RLA. The RLA and Greenbrier team has partnered previously on the successful development of SearStone, a CCRC located in Cary, North Carolina.
The SpringShire Project was set into motion over a decade ago. In 2005, RLA began marketing a Stage One Priority Reservation program for SpringShire, successfully obtaining 235 applicants with $1,000 deposits and 46 10% depositors by 2007. Over the next year, however, the 2008 Financial Crisis would devastate the national housing market and threaten the viability of the SpringShire Project. Despite deteriorating economic conditions, RLA remained committed to making SpringShire a reality; David Ammons and RLA continued to provide direct funding for Project expenses, marketing and sales activity on a limited basis. In 2015, amidst a strengthening U.S. economy and housing market, Sims worked with the SpringShire project team, as Underwriter, to secure pre-development financing for the Project. In this role, Sims faced the challenge of identifying an efficient interim financing vehicle that offered favorable redemption provisions without current interest. Adding complexity to Sims’ financing recommendation was an anticipated Fed rate hike in December 2015 and the likelihood of a sale of the securities during the holiday season.
The Revenue Anticipation Bonds featured a multi-layered security structure that included a partial interest in the mortgaged property along with Jud Ammons, who had provided a prior loan to purchase the land for the project, a limited commitment by David Ammons to fund additional costs if there is a shortfall in RAB proceeds, and a requirement that various marketing and development milestones be achieved before an issuance of long-term permanent financing. To broaden the appeal to retail investors, the RABs were structured as zero-coupon deep discount bonds that are similar to Capital Appreciation Bonds but issued at full face value (resulting in a higher bond par amount), but creating more secondary market liquidity for the RABs.
In late December, Sims successfully sold $14.825 million of SpringShire RABs through the Public Finance Authority (“PFA”), of which over 40% were purchased by Sims’ accredited retail investors. The PFA, based in Wisconsin, served as the issuer since the North Carolina Medical Care Commission historically has not approved the issuance of financings related to start-up CCRC projects. The participation from Sims’ retail investors was critical to close the financing. In addition, to preserve future refinancing flexibility, Sims negotiated an aggressive call feature with investors that enables SpringShire to retire the RABs in as early as 18 months. The strength of Sims’ investor marketing campaign coupled with the creativity of the financing structure resulted in a favorable SpringShire bond sale and closing on December 30, 2015.
“Our real reward lies down the road and I am confident that the real life changing aspect of our efforts is to the residents and families that will come to appreciate the benefits and security of a strong Continuing Care Retirement Community.”
– David W. Ammons, President, Retirement Living Associates, Inc