Notice of Nonpayment of December 1, 2013 Interest

Transcription

1 BANK OF OKLAHOMA Notice of Nonpayment of December 1, 2013 Interest Oklahoma Housing Finance Agency Retirement Center Revenue Bonds (Go Ye Village, Inc. Project) Series 1985 CUSIPS BW5 & BX3 (the Bonds ) Bank of Oklahoma, as Trustee for the Bonds, will not be paying the December 1, 2013 interest due to be paid to Bondholders on December 2, By way of the Trustee s notice dated November 27, 2013 (see attached Trustee Request for Bondholder Direction Regarding Company s Plan of Forbearance), Bondholders are invited to give their approval on Go Ye Village s Plan of Forbearance (the Plan ) outlined in the notice. Please refer to this notice for details on the disposition of the December 1, 2013 interest payment, which is dependent upon the Bondholders decision to approve or reject the Plan. Date of this Notice: December 2, Bank of Oklahoma, as Trustee Mary Campbell One Williams Center, 10 th Floor Tulsa, OK /mcampbell@bokf.com

2 November 27, 2013 BANK OF OKLAHOMA TRUSTEE REQUEST FOR BONDHOLDER DIRECTION REGARDING COMPANY S PLAN OF FORBEARANCE To Bondholders of Record Date November 15, 2013: Oklahoma Housing Finance Agency Retirement Center Revenue Bonds (Go Ye Village, Inc. Project) Series 1985 CUSIPS BW5 & BX3 (the Bonds ) EXPIRATION DATE: 5:00 PM (New York CityTime) on December 19, 2013, unless extended BOKF, NA dba Bank of Oklahoma serves as Trustee for the above captioned Bonds (the Trustee ) under an Indenture of Trust dated as of December 1, 1985 (as amended and restated by an Amended and Restated Indenture of Trust dated as of October 1, 1986) (together, the Indenture ). Go Ye Village, Inc. (the Company ) is in the process of trying to solve cash flow problems that affect the Company s ability to meet the December 1, 2013 payment of principal necessary to fund the mandatory sinking fund bond redemption described in the Indenture. The Company has explored a number of options available to it, but none of them enables the Company to fund the December 1, 2013 redemption requirements from gross revenues. The Company is in its 39 th year of operation. The bonds were issued in 1985, and since April 1991, the Company has not missed a payment of interest and has been able to provide payment and/or cancelled bonds sufficient to meet the mandatory sinking fund redemption requirement every December 1. But because of the poor economic conditions during the past five years, Go Ye Village s (the Village ) census steadily declined to its lowest of 70.5% in March, Since that time, increased sales have resulted in a current census of 81%. The Village is now licensed as a Continuing Care Retirement Community. The Company is confident that, with the opportunities resulting from this additional licensure and the recent increased interest in the Village shown by prospective residents, their goal of 85% occupancy can be met during 2014, which will allow sufficient cash flow to pay off the Bonds at maturity on December 1, Under the terms of the Indenture, the Bondholders can approve (consent to) temporary modification of the terms of the Project Loan Documents. In November, 2012, the Company asked the Bondholders to approve a forbearance agreement between the Company and the Trustee whereby the Trustee would forbear from exercising each and every remedy available to it under the Indenture and the Project Loan Documents due to the Company s inability to provide the required mandatory sinking fund redemption payments until all outstanding Bonds mature on December 1, 2015, at which time they would be paid in full. That request did not receive approval of a majority of two-thirds (2/3) in aggregate principal amount of Bonds at the time outstanding. Instead of redeeming bonds through cash payments, the Village was able to provide cancelled bonds in order to satisfy the December 1, 2012 sinking fund redemption requirement. The Company is requesting that Bondholders approve a proposed plan of forbearance whereby the Trustee would forbear from exercising each and every remedy available to it under the Indenture, the Project Loan Documents and at law due to the Company s inability to provide the required mandatory sinking fund redemption payments for a period of two (2) years (the Forbearance ) until the maturity of the Bonds on December 1, 2015, at which time all outstanding Bonds will be paid in full. The Company will continue to

3 make the semiannual interest payments on the Bonds at the rate of 4.06% through December 1, During the proposed two (2)-year forbearance period, the Company intends to pursue opportunities to refinance the bonds. If the bonds are refinanced, the Company may be able to satisfy the sinking fund redemption requirements. If the forbearance plan is approved by a two-thirds (2/3) majority of the Bondholders, the Company will make the December 1, 2013 interest payment on the Bonds as soon as practicable after the Expiration Date of December 19, 2013(Bondholders will be notified of the payment date), and will continue making semiannual interest payments thereafter, at the rate of 4.06%, throughout the Forbearance through the December 1, 2015 maturity date or until a successful effort to refinance the bonds has been completed. The Company and the Trustee would enter into a Forbearance Agreement (the Agreement ) (attached) dated as of December 1, 2013 setting forth the terms of the forbearance plan. If the plan is not approved by a two-thirds (2/3) majority of the Bondholders, the Company anticipates that it will not be able to meet the December 1, 2013 mandatory sinking fund redemption principal payment, and that as a consequence of such event, the Company will be in default under the Indenture and the Project Loan Documents. The Trustee is obligated under the Indenture to pursue foreclosure and sale of the Project in an event of default. There is no guarantee that Bondholders would recover their principal investment, or any unpaid accrued interest thereon, through foreclosure. Information as to the current status of the Project including some history on the facility is attached to this notice. Procedure for Delivering Votes To participate in the Trustee s request for Bondholder direction regarding the forbearance plan, Beneficial Owners of: PHYSICAL BONDS BOOK-ENTRY BONDS Beneficial Owners of physical Bonds may use the attached Beneficial Owner Ballot and return their vote to the Tabulation Agent listed below by mail in the enclosed postage-paid envelope, fax or . Beneficial Owners of book-entry Bonds may contact their broker, trust company, custodian or other nominee who holds their bonds to request they return their vote on their behalf to the Tabulation Agent using the Master Ballot attached to this Notice. Brokers, custodians and other nominees holding Bonds through DTC should complete the Master Ballot on their own behalf or on behalf of the persons for whom they hold the Bonds, and return the Master Ballot to the Tabulation Agent listed below by mail, fax or . An aggregate principal amount of two-thirds (2/3) of the Bonds outstanding must vote in favor in order for the plan of forbearance to take effect. The deadline for you to return your vote is December 19, 2013 (unless extended), so your immediate attention to this matter is greatly appreciated. Beneficial Owner Ballots and Master Ballots should be returned to the Tabulation Agent by mail, fax or as follows: Bank of Oklahoma Attn: Terri Maxey One Williams Center, 10 th Floor Tulsa, OK Fax: tmaxey@bokf.com

4 Bondholder Acknowledgements By delivering a vote approving the forbearance plan, the Bondholder acknowledges that: a) It will own the Bonds until the Expiration Date (as it may be extended as directed by the Information and Tabulation Agent); b) It releases BOKF and its assigns and affiliates from any and all future claims it may wish to assert; c) There is no consent fee payable to Bondholders with regard to this request for Trustee direction. Information Requests Requests for additional copies of this Notice should be directed to the Information Agent: Bank of Oklahoma Attn: Terri Maxey One Williams Center, 10 th Floor Tulsa, OK Telephone: Fax: tmaxey@bokf.com The "Trustee" for this Notice is: BOKF, NA dba Bank of Oklahoma One Williams Center, 10 th Floor Tulsa, Oklahoma Attn: Mary Campbell Should you have a question regarding the Project, you may contact David Williams, Director of Operations, at Please leave your name, phone number and your question if you reach voic , and your call will be returned within 24 hours Monday through Friday, 8:00am to 5:00pm.

5 November 25, 2013 From: The Board of Go Ye Village Current Status and History of Go Ye Village December 16, 1971, the Mission/Village Board approved the construction of Go Ye Village, Inc., a 501(c)3 notfor-profit offering an affordable retirement ministry for seniors 55 and older. The mission of Go Ye Village was, and continues to be, to demonstrate the love of Christ through our actions toward others by providing needed housing, health care and financial security for aged persons in an environment fostering respect, fiscal responsibility, and continuous quality improvement. Go Ye Village continues to be managed by those who are responsible for the Project s development and the continued operation of this vital ministry to retired individuals and missionaries for nearly 40 years. Go Ye Village currently includes: 190 independent living apartments and homes with on-going construction from , a 32-bed Assisted Living Facility built in 1987, a 42-bed Special Care Facility for acute care built in 1977, a Cafeteria (managed by Morrison Management Specialists), Convenience Store, Library, Chapel, Barber/Beauty Shop and Resale Shop. Go Ye Village houses approximately 290,000 square feet and sits on approximately 88 acres. Residents who make their home at Go Ye Village have a tremendous impact on the financial structure, economy and integrity of the community of Tahlequah, Oklahoma. Because they usually move from another state or community, residents spend their income in Tahlequah through the utilization of local health care facilities, doctors and pharmacies, by purchasing vehicles and insurance, buying groceries and by volunteering in nonprofits and/or civic organizations. Through its Life-Care Program, Go Ye Village meets an ever-demanding need for quality care and services in a Christian environment that is not available to seniors anywhere else in Northeast Oklahoma. Due to the poor economy of the past 5 years, the overall census of Go Ye Village dropped to an all-time low of 70.5% in March of Since this low point, increased sales have resulted in a current census of 81%. In addition, Go Ye Village is now licensed as a Continuing Care Retirement Community. With recent increased interest shown by prospective residents in the Village and the opportunities resulting from the additional licensure, we are confident that our goal of 85% occupancy can be met during This increase will bring the Village back up to its previous occupancy rate pre-2012 and will allow a cash flow that will be sufficient to pay off the Bonds in 2015.

6 FORBEARANCE AGREEMENT This Forbearance Agreement (the Agreement ) is made and entered into as of December 1, 2013 by and between Go Ye Village, Inc., an Oklahoma non-profit corporation (the Company ) and BOKF, N.A. d/b/a Bank of Oklahoma (formerly Bank of Oklahoma, N.A.), a national banking association with a corporate trust office in Tulsa, Oklahoma (the Trustee ). WITNESSETH: WHEREAS, the Trustee serves as Trustee under a certain Indenture of Trust dated as of December 1, 1985 (as amended and restated by an Amended and Restated Indenture of Trust dated as of October 1, 1986), both between the Oklahoma Housing Finance Agency (the Agency ) and the Trustee (together, the Indenture ), pursuant to the terms of which there were issued the $13,315,000 Oklahoma Housing Finance Agency Retirement Center Revenue Bonds (Go Ye Village, Inc. Project), Series 1985 (the Bonds ), the proceeds of which were lent to the Company by the Agency pursuant to a Loan Agreement dated as of December 1, 1985 (as amended and restated by an Amended and Restated Loan Agreement dated as of October 1, 1986) between the Agency and the Company (together, the Agreement ). The Company s obligations under the Agreement are secured by a Mortgage and Security Agreement dated as of December 1, 1985 (as amended and restated by an Amended and Restated Mortgage and Security Agreement dated as of October 1, 1986) between the Company, the Agency and the Trustee (together, the Mortgage ); and WHEREAS, the capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture, Agreement and Mortgage; and WHEREAS, the Company will be unable to pay the mandatory sinking fund principal redemption amounts due on the Bonds on December 1, 2013 and December 1, 2014; and WHEREAS, the Company has requested, with the approval from a two-thirds (2/3) majority of Bondholders, that the Trustee forbear from exercising any all remedies available to it under the Indenture, the Agreement, the Mortgage and at law due to the failure by the Company to pay the mandatory sinking fund principal redemption amounts due each December 1 on the Bonds until their maturity on December 1, NOW, THEREFORE, for and in consideration of the mutual agreements of the parties herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. The Trustee shall forbear from exercising any and all remedies that may be available to it under the Indenture, the Agreement, the Mortgage and at law due to the Company s failure to provide the payments specified in Section 3.4(a)(ii) of the Agreement to be deposited to the Bond Fund which are sufficient to meet the mandatory sinking fund principal redemption amounts required by Section 3.01(c) of the Indenture each December 1 for a period of two (2) years (the Forbearance ) until the maturity of the Bonds on December 1, 2015, at which time the Bonds will be paid in full.

7 2. The Company will continue to pay semiannual interest on the Bonds at the rate of 4.06% during the Forbearance beginning with the December 1, 2013 payment due through the December 1, 2015 maturity of the Bonds. 3. The Company confirms and reaffirms as of the date hereof, all terms and conditions of the Indenture, the Agreement and the Mortgage and acknowledges that, subject to the terms hereof, the same shall remain in full force and effect. The Company acknowledges and agrees that, subject to the terms hereof, nothing contained herein is intended to waive any default which may hereafter exist under the Indenture, the Agreement and the Mortgage, and nothing herein contained shall be construed as an amendment to any of the aforementioned documents. The Company specifically acknowledges that if other defaults hereafter arise or become known to the Trustee under the Indenture, the Agreement and the Mortgage and are not specifically addressed herein, the Trustee shall be entitled to exercise any and all remedies provided by the Indenture and the Project Loan Documents, including, but not limited to, the appointment of a Receiver for the Project. IN WITNESS WHEREOF, the parties hereto have executed this Forbearance Agreement as of the date first written above. GO YE VILLAGE, INC. By: BOKF, NA dba Bank of Oklahoma, as Trustee By: Mary P. Campbell Vice President

8 For use only by DTC Participants, Brokers and Other Nominees MASTER BALLOT relating to TRUSTEE REQUEST FOR BONDHOLDER DIRECTION REGARDING COMPANY S PLAN OF FORBEARANCE (the Notice ) Oklahoma Housing Finance Agency Retirement Center Revenue Bonds (Go Ye Village, Inc. Project) Series 1985 CUSIPS BW5 & BX3 EXPIRATION DATE: 5:00 PM (New York City Time) on December 19, 2013, unless extended INSTRUCTIONS: DTC Participants, brokers and other nominees should complete this Master Ballot on their own behalf or on behalf of the persons for whom they hold book-entrybonds and return this Master Ballot to the Tabulation Agent as directed below before the Expiration Date. Beneficial Owners of book-entry Bonds held through a brokerage firm, trust company or other nominee should contact their broker or custodian who holds their bonds on their behalf to request they return their vote to the Tabulation Agent using this Master Ballot. STEP 1: VOTES OF BENEFICIAL OWNERS; SUMMARY SCHEDULE: Please complete the following summary schedule. Additional schedules may be attached as necessary Cusip Number Beneficial Owner Account Number REPORT PRINCIPAL AMOUNT OF BONDS VOTING BELOW: APPROVE the Company s plan REJECT the Company s whereby Trustee forbears from all plan whereby Trustee forbears remedies due to the Company s from all remedies due to the nonpayment of mandatory sinking Company s nonpayment of fund principal redemptions until man datory sinking fund maturity of the Bonds. principal redemptions until maturity of the Bonds at this time. (Attach additional pages as needed)

9 STEP 2: EXECUTION BY AUTHORIZED SIGNATORY: By signing below, the nominee hereby certifies that (i) the summary is a true and accurate schedule of the Beneficial Owners of the Bonds, as identified by their respective account numbers, who have delivered their votes to the undersigned nominee and (ii) the undersigned nominee is the holder, through a position held at a securities depository, or in Street Name, of the Bonds set forth above. Date Submitted: Participant No. MEDALLION STAMP BELOW: Print Name of Company: Authorized Employee Contact: (Print Name) Title: Phone.: Signature: X STEP 3. DELIVERY OF MASTER BALLOT Please deliver the Master Ballot via mail, fax or to the Tabulation Agent listed below on or before the Expiration Date of December 19, 2013 (unless extended) by 5:00p.m. NewYorkCityTime. Bank of Oklahoma Attn: Terri Maxey One Williams Center, 10 th Floor Tulsa, OK Fax: tmaxey@bokf.com DELIVERY OF THIS MASTER BALLOT OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY

10 For use only by Holders of Physical Bonds BENEFICIAL OWNER S BALLOT relating to TRUSTEE REQUEST FOR BONDHOLDER DIRECTION REGARDING COMPANY S PLAN OF FORBEARANCE (the Notice ) Oklahoma Housing Finance Agency Retirement Center Revenue Bonds (Go Ye Village, Inc. Project) Series 1985 CUSIPS BW5 & BX3 EXPIRATION DATE: 5:00 PM (New York City Time) on December 19, 2013, unless extended To: BOKF, NA dba Bank of Oklahoma, as Trustee: I, the undersigned, acknowledge receipt of the Notice dated November 27, 2013, from BOKF, NA dba Bank of Oklahoma, as Trustee. As of Record Date November 15, 2013, I was the Beneficial Owner of the physical Bonds indicated in the Bondholder(s) box below. Step 1: Vote (check one) APPROVE the Company s plan whereby Trustee forbears from all remedies due to the Company s nonpayment of mandatory sinking fund principal redemptions until maturity of the Bonds. REJECT the Company s plan whereby Trustee forbears from all remedies due to the Company s nonpayment of mandatory sinking fund principal redemptions until maturity of the Bonds at this time. Step 2: Sign at the X Step 3: Return Ballot If Bonds are owned by more than one person, then each must sign: X Dated:, 2013 Signature X Dated:, 2013 Signature Area Code and Telephone No. ( ) Send this Ballot by mail to Terri Maxey at One Williams Center, 10 th Floor, Tulsa, OK OR fax to Terri Maxey at OR this Ballot can be sent via to Terri Maxey at tmaxey@bokf.com. Please mail in time for receipt by 5:00PM New York CityTime December 19, 2013 BONDHOLDER(S) Name(s) Address City State Zip Code CUSIP No. Amount Held $