Qsh Central Florida LLC

“8. Because the Organization's purchase of the Facilities and the Bond Financing had not closed as of December 31, 2025, the Organization had no assets and no liabilities as of December 31, 2025. Because the Organization's expenses associated with the Organization's purchase of the Facilities and the Bond Financing would be paid from the proceeds from the sale of the Bonds (at the closing of such sale), the Organization had no income and no expenses as of December 31, 2025 (as determined on the cash method of accounting).”

“1. QSH/Central Florida, LLC (the Organization), is a Florida limited liability company organized pursuant to Articles of Organization filed with the Secretary of State of the State of Florida on January 30, 2025, and amended pursuant to Articles of Amendment filed with the Secretary of State filed with the Secretary of State of the State of Florida on June 4, 2025. 2. The Organization's sole member is Quality Senior Housing Foundation, Inc., a Georgia nonprofit corporation (EIN 31-1672366) (the "Sole Member"). The Sole Member is a charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and is classified as a public charity described in Code Section 509(a)(2). 3. The Sole Member was organized and is operated for charitable purposes within the meaning of Code Section 501(c)(3) (the "Purposes"), to further objects including (a) to relieve the distress of the elderly by providing facilities and services that relate to the totality of the physical, emotional, recreational, social, and similar needs of the elderly, such as health care, recreation, good nutrition, and financial security; and (b) to promote community health (both physical health and mental health) and the relief of associated distress (the "Objects"). 4. The Organization is organized and is operated exclusively for charitable purposes within the meaning of Code Section 501(c)(3), and for the specific and exclusive purpose of furthering the Purposes of the Sole Member through the promotion of the welfare of the Sole Member as a "Type 1" "supporting organization" of the Sole Member within the meaning of Treasury Regulations Section 1.509(a)-4. The Organization at all times is operated exclusively to support the Sole Member within the meaning of such regulations, by furthering objects including the Objects and engaging in any and all activities incidental or related to the foregoing, such as through the ownership and operation (on a nonprofit basis) of one or more facilities containing independent living, assisted living, and/or memory care units for elderly persons. 5. The IRS issued to the Organization a determination letter confirming the Organization's status as an organization described in Code Section 501(c)(3), and the Organization's status as a Code Section 509(a)(3) "supporting organization," dated September 4, 2025 and effective January 30, 2025. 6. From the January 30, 2025 date of the Organization's organization through December 31, 2025, the Organization endeavored to acquire six existing senior living facilities (the "Facilities") located in Flagler, Pasco, Palm Beach, Pinellas, Sarasota, and Volusia Counties, in the State of Florida, consisting of approximately 789 assisted living, memory care, and independent living units, with the assisted living and memory care units licensed by the Florida Agency for Health Care Administration for operation as an assisted living facility. When acquired, the Facilities would be operated for the Organization in a manner consistent with the Organization's charitable purposes, in furtherance of the Objects of both the Organization and the Sole Member. 7. As of December 31, 2025, (a) the Organization had entered into a Purchase and Sale Agreement with the third-party owner of each Facility (six separate agreements), in each case providing for the purchase of such Facility from the owner thereof for a purchase price not exceeding the fair market value of the Facility, as determined by a recent appraisal of the Facility by an independent third party qualified appraiser; (b) the Organization had made arrangements to finance its acquisition of the Facilities (the "Financing") with the proceeds of tax-exempt and taxable senior and subordinate bonds (the "Bonds") to be issued by the Capital Trust Authority, a public agency of the State of Florida (the "Issuer"), with the senior bonds to be sold in a public offering underwritten by Mesirow Financial, Inc. (the "Underwri”

“9. With regard to Part V, item 41, of Form 990-EZ, pursuant to Florida Administrative Code R. 12C-1.022(1)(e), a tax-exempt organization which is exempt from Federal income taxes under IRC Section 501(a) and is described in IRC Section 501(c) is required to file a Florida Form F-1120 Corporate Income/Franchise Tax Return only when such organization has "unrelated trade or business taxable income," as determined under IRC Section 512, or is filing an IRS Form 990T with the Internal Revenue Service. Because the Organization is a tax-exempt organization which is exempt from Federal income taxes under IRC Section 501(a) and is described in IRC Section 501(c), and because the Organization does not have "unrelated trade or business taxable income," as determined under IRC Section 512, and is filing an IRS Form 990T with the Internal Revenue Service, there is no requirement that the Organization file in the State of Florida a Florida Form F-1120 Corporate Income/Franchise Tax Return or a copy of the IRS Form 990.”