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Public Finance Authority PRELIMINARY OFFICIAL STATEMENT DATED MAY 31, 2018 NEW ISSUE RATING: Fitch: BB BOOK-ENTRY ONLY In the opinion of Womble Bond Dickinson (US) LLP, Bond Counsel, under existing law and assuming continuing compliance by the Authority and the Corporation with their respective covenants to comply with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein, interest on the Bonds will not be includable in the gross income of the owners thereof for purposes of federal income taxation. Bond Counsel is also of the opinion that interest on the Bonds will not be a specific preference item for purposes of the alternative minimum tax imposed by the Code. Interest on the Bonds will not be exempt from State of Wisconsin or State of North Carolina income taxes. See “TAX TREATMENT.” $91,460,000* PUBLIC FINANCE AUTHORITY RETIREMENT FACILITIES FIRST MORTGAGE REVENUE BONDS (SOUTHMINSTER) SERIES 2018 Dated: Date of Delivery Due: As shown on inside front cover The Bonds offered hereby (the “Bonds”) are being issued by the Public Finance Authority (the “Authority”) pursuant to a Trust Agreement between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Bond Trustee”), for the purpose of providing funds to Southminster, Inc. (the “Corporation”), to be used, together with other available funds, to (i) pay the costs of the Project (as defined herein), (ii) fund Reserve Fund No. 1 (as defined herein) and (iii) pay certain expenses incurred in connection with the issuance of the Bonds. See “THE PROJECT” in Appendix A hereto and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. The Bonds are secured by Reserve Fund No. 1 as discussed herein. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY THE TRUST ESTATE (AS DEFINED IN THE TRUST AGREEMENT) AND EXCEPT FROM SUCH SOURCE, NONE OF THE AUTHORITY, ANY SPONSOR (AS DEFINED HEREIN), ANY AUTHORITY MEMBER (AS DEFINED HEREIN), ANY AUTHORITY INDEMNIFIED PARTY (AS DEFINED IN THE TRUST AGREEMENT), THE STATE OF WISCONSIN, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST THEREON OR ANY COSTS INCIDENTAL THERETO. THE BONDS ARE NOT A DEBT OF THE STATE OF WISCONSIN OR ANY AUTHORITY MEMBER AND DO NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY AUTHORITY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE BONDS OR ANY COSTS INCIDENTAL THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF ANY AUTHORITY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THE BONDS NOR THE FAITH AND CREDIT OF THE AUTHORITY, ANY SPONSOR OR ANY AUTHORITY INDEMNIFIED PERSON SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON, THE BONDS OR ANY COSTS INCIDENTAL THERETO. THE AUTHORITY HAS NO TAXING POWER.. The Bonds are issuable as fully registered bonds without coupons. Purchases of the Bonds will be made in book-entry form only, and individual purchasers will not receive physical delivery of Bond certificates. When issued, the Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). So long as Cede & Co. is the registered owner of the Bonds, principal and interest payments on the Bonds will be made to Cede & Co., which will in turn remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds, all as described herein. Interest on the Bonds is payable on each April 1 and October 1, beginning October 1, 2018. Individual purchases of the Bonds will be made in the principal amount of $5,000 or any whole multiple thereof. So long as Cede & Co. is the registered owner of the Bonds, references herein to the Holders or registered owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. The Bonds are subject to optional, extraordinary optional and mandatory sinking fund redemption prior to maturity as described herein. OFFER AND SALE OF THE BONDS IS LIMITED TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A OF THE SECURITIES ACT OF 1933, AS AMENDED, THE “SECURITIES ACT”) OR TO “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.) EACH INITIAL PURCHASER THAT IS AN ACCREDITED INVESTOR IS REQUIRED TO DELIVER AN INVESTOR LETTER IN THE FORM ATTACHED TO THIS OFFICIAL STATEMENT. An investment in the Bonds involves a certain degree of risk related to, among other things, the nature of the Corporation’s business, the regulatory environment, and the provisions of the principal documents. A prospective bondholder is advised to read “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “BONDHOLDERS’ RISKS” herein for a discussion of certain risk factors which should be considered in connection with an investment in the Bonds. This cover page contains certain information for ease of reference only. It does not constitute a summary of the Bonds or the security therefor. Potential investors must read this entire Official Statement, including the Appendices, to obtain information essential to the making of an informed investment decision. The Bonds are offered subject to prior sale, when, as and if issued by the Authority and accepted by the Underwriters, subject to the approval of Womble Bond Dickinson (US) LLP, Raleigh, North Carolina, Bond Counsel. Certain legal matters will be passed upon for the Corporation by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina, and for the Underwriters by Parker Poe Adams & Bernstein LLP, Raleigh, North Carolina. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about June __, 2018. Davenport & Company LLC Official Statement Dated: June __, 2018 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, buy, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer This Preliminary Official Statement constitute an offer contained herein are subject to completion or amendment. Official Statement and the information any such jurisdiction. priorlaws of qualification or filing under the securities to registration, be unlawful solicitation or sale would sale of these securities jurisdictionnor shall there be any in any in which such offer, * Preliminary; subject to change. MATURITY SCHEDULE* $3,795,000 ___% Term Bonds due October 1, 2038 Yield ___% CUSIP©: ________ $22,155,000 ___% Term Bonds due October 1, 2043 Yield ___% CUSIP©: ________ $28,575,000 ___% Term Bonds due October 1, 2048 Yield ___% CUSIP©: ________ $36,935,000 ___% Term Bonds due October 1, 2053 Yield ___% CUSIP©: ________ * Preliminary; subject to change. © CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Marketing Intelligence. Copyright©2018 CUSIP Global Services. All rights reserved. CUSIP data herein is provided by S&P Global Marketing Intelligence, a division of McGraw-Hill Financial, Inc. CUSIP data herein is provided for convenience of reference only. None of the Authority, the Corporation, the Underwriters or their agents take responsibility for the accuracy of such data. Site Plan Terraces 1 Rendering of Terraces 2 Rendering of the Replacement Health Center REGARDING USE OF THIS OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING OF THE BONDS, B.C. ZIEGLER AND COMPANY AND DAVENPORT & COMPANY LLC (THE “UNDERWRITERS”) MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, sales representative or other person has been authorized by the Authority, the Corporation or the Underwriters to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been furnished by the Corporation, the Authority, DTC and other sources that are believed to be reliable. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. The Bank of New York Mellon Trust Company, N.A., as Bond Trustee and Master Trustee, has not provided, or undertaken to determine the accuracy of, any of the information contained in this Official Statement, and The Bank of New York Mellon Trust Company, N.A., as Bond Trustee and Master Trustee, makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Bonds and Obligation No.
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