The Ingleside Presbyterian Retirement Community, Inc

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The Ingleside Presbyterian Retirement Community, Inc PRELIMINARY OFFICIAL STATEMENT DATED JUNE 27, 2017 NEW ISSUE NOT RATED BOOK ENTRY ONLY In the opinion of Bond Counsel, interest on the Series 2017A-B Bonds is excludable from gross income for purposes of federal income tax, assuming continuing compliance with the requirements of the federal tax laws. Interest on the Series 2017A-B Bonds is not a preference item for purposes of either individual or corporate federal alternative minimum tax; however, interest paid to corporate holders of the Series 2017A-B Bonds may be indirectly subject to alternative minimum tax under circumstances described under “TAX MATTERS” herein. Bond Counsel is also of the opinion that interest on the Series 2017A-B Bonds is exempt from District taxation, except estate, inheritance and gift tax. See “TAX MATTERS” herein. $129,155,000* DISTRICT OF COLUMBIA Revenue Bonds (Ingleside at Rock Creek Project) Series 2017 Consisting of: $108,155,000* $21,000,000* Project Revenue Bonds Convertible Subordinate Entrance Fee Series 2017A Principal Redemption BondsSM Series 2017B Dates, Interest Rates, Principal Amounts, Prices, Yields and CUSIP Numbers Shown on the Inside Cover The Series 2017A-B Bonds (as defined herein) are issuable only as fully-registered bonds in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”) and will be available to ultimate purchasers (“Beneficial Owners”) under the book-entry only system maintained by DTC, only through brokers and dealers who are, or act through, DTC Participants. Purchases by Beneficial Owners will be made in book-entry only form in denominations of $5,000 or any integral multiple thereof. Beneficial Owners will not be entitled to receive physical delivery of the Series 2017A-B Bonds. Interest on the Series 2017A-B Bonds accrues from their date of delivery and is payable on each January 1 and July 1 of each year, commencing January 1, 2018 until maturity or prior redemption. So long as Cede & Co. is the registered owner of the Series 2017A-B Bonds, payments of principal of, premium, if any, and interest on the Series 2017A-B Bonds are required to be made to Beneficial Owners by DTC through its participants. See “BOOK-ENTRY ONLY SYSTEM” herein. The Series 2017A-B Bonds are issued by the District of Columbia (the “District”), under a Bond Trust Indenture dated as of July 1, 2017 (the “Bond Indenture”), between the District and Wilmington Trust, National Association, as bond trustee (the “Bond Trustee”). The Series 2017A-B Bonds will be limited obligations of the District and, except to the extent that payment thereof may be made from the proceeds of the sale of the Series 2017A-B Bonds or any investment income therefrom, will be payable solely out of certain payments under the Loan Agreement, the Series 2017A-B Notes, and the Series 2017A-B Master Obligations (each as defined herein), and the Amended and Restated Deed of Trust and Security Agreement dated as of July 1, 2017 from the Obligor (hereinafter defined) to the trustees named therein for the benefit of the beneficiaries named therein (the “Deed of Trust”) and from moneys pledged under the Bond Indenture as described herein. That certain Master Trust Indenture dated as of July 1, 2017 (the “Master Trust Indenture”), as supplemented by Supplemental Master Trust Indenture Number 1 dated as of July 1, 2017 (the “Supplemental Indenture”; the Master Trust Indenture and the Supplemental Indenture, collectively, the “Master Indenture”), between an Obligated Group, whose sole current member is THE INGLESIDE PRESBYTERIAN RETIREMENT COMMUNITY, INC. a District of Columbia nonstock corporation (the “Obligor”), and Wilmington Trust, National Association, as Master Trustee sets forth certain covenants and obligations of the Obligor with respect to the Series 2017A-B Master Obligations, which are being issued concurrently with the Series 2017A-B Bonds. The District will loan the proceeds of the Series 2017A-B Bonds to the Obligor pursuant to a Loan Agreement dated as of July 1, 2017 (the “Loan Agreement”), between the District and the Obligor. The proceeds of the sale of the Series 2017A-B Bonds will be loaned to the Obligor and used, together with other available moneys described herein (including, without limitation, a portion of the proceeds of the Series 2017C Bond (as defined herein)) and a portion of the Series 2017D Bond (as defined herein), (i) to pay or reimburse the Obligor for the payment of the costs of constructing a renovation and expansion of the Obligor’s existing continuing care retirement community known as “Ingleside at Rock Creek”, consisting of 105 new independent living units, 21 replacement assisted living units, 32 new memory care units and 34 replacement skilled nursing beds, and common areas to be located on approximately 14 acres of land in Washington, D.C., necessary or useful furnishings, equipment and machinery, and such interests in land as may be necessary or suitable for the foregoing, including roads and rights of access, utilities and other necessary site preparation improvements (all of the foregoing, the “Project”) to fund separate debt service reserve accounts for the Series 2017A-B Bonds; (ii) to pay capitalized interest on the Series 2017A-B Bonds through approximately April 1, 2020;* and (iii) to pay certain expenses incurred in connection with the issuance of the Series 2017A-B Bonds. The Series 2017A-B Bonds are not rated. An investment in the Series 2017A-B Bonds involves a certain degree of risk related to, among other things, the nature of the Obligor’s business, the regulatory environment, and the provisions of the principal documents. A prospective Bondholder is advised to read “SECURITY FOR THE SERIES 2017A-B BONDS” and “CERTAIN BONDHOLDERS’ RISKS” herein for a discussion of certain risk factors that should be considered in connection with an investment in the Series 2017A-B Bonds. THE SERIES 2017A-B BONDS SHALL BE SPECIAL OBLIGATIONS OF THE DISTRICT. THE SERIES 2017A-B BONDS ARE WITHOUT RECOURSE TO THE DISTRICT. NEITHER THE SERIES 2017A-B BONDS NOR ANY PREMIUM OR INTEREST THEREON SHALL EVER (1) CONSTITUTE GENERAL OBLIGATIONS OF THE DISTRICT, OR CONSTITUTE A PLEDGE OF OR INVOLVE THE FAITH AND CREDIT OR THE TAXING POWER OF THE DISTRICT, (2) CONSTITUTE A DEBT OF THE DISTRICT, OR (3) CONSTITUTE LENDING OF THE PUBLIC CREDIT FOR PRIVATE UNDERTAKINGS AS PROHIBITED BY SECTION 602(a)(2) OF THE HOME RULE ACT (AS DEFINED IN THIS OFFICIAL STATEMENT). The Series 2017A-B Bonds are being offered, subject to prior sale and withdrawal of such offer without notice, when, as and if issued by the District and accepted by Herbert J. Sims & Co., Inc. (the “Underwriter”) subject to the approving opinion of Ballard Spahr LLP and McKenzie & Associates, Washington, D.C., Co-Bond Counsel. Certain legal matters will be passed upon for the District by the Office of the Attorney General of the District; for the Obligor by its counsel, Arent Fox LLP, Washington, D.C.; and for the Underwriter by its counsel, Miles & Stockbridge P.C., Washington D.C. It is expected that the Series 2017A-B Bonds will be available for delivery to the Bond Trustee on behalf of DTC under the DTC FAST system of registration, against payment therefor, on or about July __, 2017. Dated: ___________, 2017 This Preliminary Official Statement and information contained herein are subject to change, completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time Official Statement to offers not be sold nor may These securities may This Preliminary completion or amendment without notice. contained herein are subject to change, Official Statement and information any sale of these securitiesany jurisdiction nor shall there be in in which such offer, buy, to any offer Under no circumstances shall this Preliminary to sell or the solicitation of Official Statement constitute an offer form. in final is delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws solicitation or sale would * Preliminary, subject to change $129,155,000* DISTRICT OF COLUMBIA Revenue Bonds (Ingleside at Rock Creek Project) Series 2017 Consisting of: $108,155,000* $21,000,000* Project Revenue Bonds Convertible Subordinate Entrance Fee Series 2017A Principal Redemption BondsSM Series 2017B The Series 2017A-B Bonds will be issuable in fully-registered form without coupons in denominations of $5,000 and any integral multiple of $5,000 in excess thereof. Interest on the Series 2017A-B Bonds will be payable on each January 1 and July 1, commencing January 1, 2018. MATURITIES, AMOUNTS, INTEREST RATES, YIELDS, PRICES and INITIAL CUSIPS $108,155,000* Series 2017A Bonds $___________* _.___% Term Bonds due July 1, ____*, Yield _.___%, Price __.___%, CUSIP ___________ $___________* _.___% Term Bonds due July 1, ____*, Yield _.___%, Price __.___%, CUSIP ___________ $___________* _.___% Term Bonds due July 1, ____*, Yield _.___%, Price __.___%, CUSIP ___________ $21,000,000* Series 2017B Bonds $___________* _.___% Term Bonds due July 1, ____*, Yield _.___%, Price __.___%, CUSIP ___________ * Preliminary, subject to change PRELIMINARY NOTICES No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by the Obligor, the District, or the Underwriter. The information set forth herein concerning the Obligor has been furnished by the Obligor and is believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the District or the Underwriter.
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