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NOTICE OF ADOPTION AND SUMMARY OF RESOLUTION The Kentucky Bond Development Corporation (the "Issuer"), at a meeting of its Board of Directors held on August 18, 2026, adopted the following resolution: A RESOLUTION OF THE KENTUCKY BOND DEVELOPMENT CORPORATION, AUTHORIZING THE ISSUANCE OF UP TO $250,000,000 PRINCIPAL AMOUNT OF KENTUCKY BOND DEVELOPMENT CORPORATION SENIOR REVENUE BONDS (THE ORMSBY SENIOR LIVING PROJECT) IN ONE OR MORE SERIES OR SUBSERIES, THE PROCEEDS OF WHICH SHALL BE LOANED TO FM HOLDINGS, INC. D/B/A THE ORMSBY TO (I) FINANCE THE COSTS OF THE ACQUISITION, CONSTRUCTION, AND EQUIPPING OF A CONTINUING CARE RETIREMENT COMMUNITY TO BE LOCATED IN FORT MITCHELL, KENTUCKY TO BE KNOWN AS "THE ORMSBY" (II) FINANCE A WORKING CAPITAL FUND FOR THE BONDS; (III) FINANCE A DEBT SERVICE RESERVE FUND FOR THE BONDS; (IV) FINANCE CAPITALIZED INTEREST FOR THE BONDS; AND (V) PAY COSTS OF ISSUANCE OF THE BONDS; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING ONE OR MORE LOAN AGREEMENTS APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AUTHORIZING ONE OR MORE BOND INDENTURES, BOND PURCHASE AGREEMENTS, TAX EXEMPTION AGREEMENTS, PRELIMINARY OFFICIAL STATEMENTS, AND FINAL OFFICIAL STATEMENTS; AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. The Resolution authorized the issuance by the Issuer of up to $250,000,000 of the Issuer's [Senior] Revenue Bonds (The Ormsby Senior Living Project) (the "Bonds") to provide funds to make a loan to FM Holdings, Inc. d/b/a The Ormsby, a non-profit corporation organized and existing under the laws of the Commonwealth of Kentucky (the "Borrower") and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the proceeds of which will be used by the Borrower to (i) finance the costs of the acquisition, construction, and equipping of a continuing care retirement community, consisting of independent living, assisted living, memory-care, and skilled nursing units, together with common areas and structured parking, to be located on a 6.949-acre site in Fort Mitchell, Kentucky, having a general street address of 2431 Royal Drive, Fort Mitchell, Kentucky 41017, and known as "The Ormsby" (the "Project"); (ii) finance a working capital fund for the Bonds; (iii) finance a debt service reserve fund for the Bonds; (iv) finance capitalized interest for the Bonds; and (v) pay costs of issuance of the Bonds. The Bonds are being issued under Chapter 103 of the Kentucky Revised Statutes, and is to be retired from the loan payments to be made under one or more Loan Agreements (collectively, the "Loan Agreements") by and between the Issuer and the Borrower. The Bonds are not a general obligation of the Issuer or the City of Fort Mitchell, Kentucky (the "City"), but are special and limited obligations of the Issuer payable solely from the revenues and funds pledged therefor under the Loan Agreements securing the Bonds. The Bonds will not be payable from other revenues or assets of the Issuer or the City and neither the faith and credit nor the taxing power of the Commonwealth of Kentucky or any of its agencies or political subdivisions is pledged to the payment of the Bonds. Interest on the Bonds will be determined as set forth in one or more Trust Indentures by and among the Issuer and a corporate trustee to be identified therein. The Resolution also authorizes the execution on behalf of the Issuer of additional various financing documents involved in the transaction, including one or more tax exemption certificates and agreements and related documents. A copy of the Resolution and the forms of the financing documents described above are on file with the Secretary of the Issuer. KENTUCKY BOND DEVELOPMENT CORPORATION By: /s/ Robyn Miller Secretary The undersigned Attorney-at-Law, licensed to practice in Kentucky, hereby certifies that the foregoing title summary of a Resolution of the Kentucky Bond Development Corporation was prepared by the undersigned and constitutes a general summary of essential provisions of the Resolution, reference to the full text of which ordinance is hereby made for a complete statement of its provisions and terms. By: /s/ Mark S. Franklin Dinsmore & Shohl LLP 101 South Fifth Street, Suite 2500 Louisville, Kentucky 40202 IPL0369125 Aug 27 2026
Post Date: 08/27 12:00 AM
Refcode: #IPL0369125 
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