Osceola Health Care Properties Inc

“Osceola Health Care Properties, Inc. (the filing organization) has one member. The sole member of the filing organization is Sunbelt Health Care Centers, Inc. Sunbelt Health Care Centers, Inc. (SHCC) is a Tennessee, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). There are no other classes of membership in the filing organization.”

“The sole member of the filing organization is SHCC. The Board of Directors of the filing organization are appointed by the sole member, SHCC, who has the right to elect, appoint or remove any member of the Board of Directors of the filing organization.”

“SHCC, as the sole member of the filing organization, has certain reserved powers as set forth in the Bylaws of the filing organization. These reserved powers include the following: a) to appoint and remove the Directors and all officers and administrators of the filing organization; b) to adopt, amend, restate, and repeal the Articles of Incorporation or Bylaws of the filing organization; c) to set limits and terms for the borrowing of funds; d) to approve or disapprove the annual operating and capital budgets of the filing organization; and e) to direct the placement of funds and capital of the filing organization.”

“The filing organization's current year Form 990 was reviewed by a board member prior to its filing with the IRS. The review conducted by the board member did not include the review of any supporting workpapers that were used in preparation of the current year Form 990, but did include a review of the entire Form 990 and all supporting schedules.”

“The Conflict of Interest Policy of the filing organization applies to members of its Board of Directors and its principal officers (to be known as Interested Persons). In connection with any actual or possible conflicts of interest, any member of the Board of Directors of the filing organization or any principal officer of the filing organization (i.e. Interested Persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the Board of Directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant Board member or principal officer, the remaining members of the Board of Directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's Conflict of Interest Policy, an Interested Person may make a presentation to the Board of Directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each Interested Person, as defined under the filing organization's Conflict of Interest Policy, shall annually sign a statement which affirms that such person has received a copy of the Conflict of Interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's Conflict of Interest Policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“During 2024 the filing organization was in wind-down after the sale of its nursing home real and personal property in June 2023. During this wind-down period, the CFO acted as the top management official of the filing organization. This individual is not compensated by the filing organization. Such individual is compensated by Sunbelt Health Care Centers, Inc. (SHCC), the parent organization and sole member of the filing organization. Please see the discussion concerning the process followed by the sole member parent organization in determining executive compensation in our response to Schedule J, Part I, Line 3.”

“The filing organization is a part of the system of healthcare organizations known as AdventHealth. The audited consolidated financial statements of AdventHealth and of the AdventHealth "Obligated Group" are filed annually with the Municipal Securities Rulemaking Board (MSRB). The "Obligated Group" is a group of AHSSHC subsidiaries that are jointly and severally liable under a Master Trust Indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) are also filed with MSRB for AdventHealth on a consolidated basis and for the grouping of AdventHealth subsidiaries comprising the "Obligated Group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“The amounts shown in Part VIII, Line 7, column (i) of the Form 990 represent an allocated share of capital gain/(loss) from a system wide, corporate administered, investment program.”

“The parent corporation and sole top-tier member of Osceola Health Care Properties, Inc. (the filing organization) is Adventist Health System Sunbelt Healthcare Corporation (AHSSHC). AHSSHC is a Florida, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). AHSSHC has established a shared service center to centralize the Accounts Payable (A/P) function for all AHSSHC subsidiary organizations. The filing organization has entered "0" in Part V, Line 1a because the filing organization no longer issues Form 1099 returns, rather, all such returns are filed by and under the name and EIN of AHSSHC as the payor subject to the information reporting requirements of Section 6041. The facts and circumstances support a position that AHSSHC, as a payor on behalf of its subsidiary organizations in a shared service environment, will have sufficient management and oversight in connection with the subsidiary organizations' payments to meet the standard set forth in Treas. Reg. Section 1.6041-1(e). AHSSHC will not merely be making payments at the direction of its subsidiary organizations. Accordingly, AHSSHC is considered the payor subject to the information reporting requirements of Section 6041.”

“Transfer to Tax-Exempt Parent upon dissolution -2,531,691.”

“Although the taxpayer is not required to undergo an audit as set forth in the Single Audit Act and OMB Circular A-133, the taxpayer is part of a controlled group of organizations that comprise a consolidated financial statement audit. The controlled group's parent is Adventist Health System Sunbelt Healthcare Corporation (AHSSHC), a 501(c)(3) organization. The system of healthcare entities owned and controlled by AHSSHC is known as AdventHealth. AdventHealth will file a consolidated Single Audit which will include all entities that are part of the controlled group.”